Lung Fung Group Holdings Limited has formally adopted detailed Terms of Reference for its Remuneration Committee, effective 18 May 2026, setting out governance standards, membership requirements and operational procedures.
Key governance points • Membership & Independence: The committee must comprise at least three directors, with a majority being independent non-executive directors. A quorum is two members, excluding any interested director from quorum count and voting on related matters. • Leadership: The chair of the committee is required to be an independent non-executive director appointed by the board. • Meeting Frequency: At least one meeting is mandated each financial year, with 14-day advance notice for regular sessions and a minimum three-day circulation period for papers. • Secretariat & Records: The company secretary serves as committee secretary, ensuring circulation of draft and final minutes to all members promptly and maintaining full records for board inspection.
Authority framework • The committee is empowered to seek independent professional advice at the company’s expense, investigate any activity within its remit, request information from employees, and delegate tasks to sub-committees or individual members. • Operations must adhere to the Listing Rules, board directives and the company’s constitutional documents.
Core responsibilities 1. Recommend overall remuneration policy and structure for directors and senior management. 2. Review and approve management remuneration proposals aligned to corporate goals. 3. Determine or recommend packages for executive directors and senior management, including pensions, benefits in kind and termination payments. 4. Advise on remuneration for non-executive directors. 5. Vet compensation for loss or termination of office to ensure fairness and contractual compliance. 6. Oversee share option, incentive and other employee benefit schemes, including matters under Chapter 17 of the Listing Rules. 7. Report findings and recommendations to the board, subject to regulatory constraints.
Engagement with shareholders The committee chair, or an appointed delegate, will attend the company’s annual general meeting to respond to shareholder queries.
Disclosure & review The full Terms of Reference will be posted on both the Hong Kong Stock Exchange and company websites. Periodic reviews will ensure continued alignment with regulatory requirements and corporate governance best practices.
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