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Corporate Governance Report





             MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS


             The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set
             out in Appendix 10 to the Listing Rules (the “Model Code”) as its own code of conduct regarding securities
             transactions by the directors of the Company. Having made specific enquiry of the directors, all the directors
             confirmed that they had complied with the required standards as set out in the Model Code and its code of
             conduct regarding directors’ securities transactions with the Company for the 12 months ended 31st March
             2015.


             REMUNERATION COMMITTEE

             The Company has established a remuneration committee with written terms of reference in accordance with
             the Code provisions.

             The remuneration committee currently comprises Mr LAU Wang Yip, Derrick (chairman of the remuneration
             committee), Mr LI Wah Ming, Fred and Mr LEE Tak Chi, all of whom are independent non-executive directors.


             The primary duties of the remuneration committee are to make recommendation on the policy and structure
             for  the  remuneration  of  the  directors  and  senior  management,  and  to  consider  and  approve  remuneration
             of  the  directors  and  senior  management  by  reference  to  corporate  goals  and  objectives.  The  existing
             remuneration  package  contains  a  combination  of  basic  salary,  discretionary  performance  bonus  and  fringe
             benefits. For the year, the remuneration committee was of the opinion that the remuneration packages were
             fair and commensurate with the market.


             One remuneration committee meeting was held during the year ended 31st March 2015 and the attendance
             of each committee member is set out as follows:

             Members of the Remuneration Committee                                Attended/Eligible to attend

             Mr LAU Wang Yip, Derrick                                                                   1/1
             Mr LI Wah Ming, Fred                                                                       1/1
             Mr LEE Tak Chi                                                                             1/1




























                                                                      ALCO HOLDINGS LIMITED  ANNUAL REPORT 2015  11
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