Corporate Governance

Corporate Governance Statement

We are committed to achieving high standards of corporate governance to ensure and enhance a high standard of corporate governance practices through increasing transparency, accountability and better risk assessment and mitigation. We believe that high standard of corporate governance practices will translate into long-term returns to the shareholders of the Company.

 

Governance Model

The Company advocates a governance model which combines both corporate governance and business governance in order to build long-term interests for the Group. Corporate governance emphasises on conformance with relevant laws and regulations while business governance focuses on business performance. We believe the combination of both will enhance accountability and assurance to the Shareholders which are the key drivers for value creation for the Group.

 

Governance Framework

The Company's governance framework embodies the following:

  • - Terms of reference of various Board committees (Audit Committee,

    Corporate Governance Committee, Executive Committee, Nomination Committee and Remuneration Committee)

  • - Compliance Manual
  • - Connected Transactions Manual
  • - Corporate Disclosure Policy
  • - Memorandum on Disclosure of (1) Inside information and

    (2) Information Necessary to Avoid a False Market

  • - Board Diversity Policy
  • - Whisteblowing Policy

 

Communication with Shareholders

The Board endeavours to maintain an on-going dialogue with the Shareholders and in particular, use annual general meetings or other general meetings, financial reports and corporate websites to communicate with the Shareholders. In addition, the Company’s spokesmen meet with research analysts and the press on a regular basis, attend major investors’ conferences and participate in international non-deal roadshow in order to maintain a continuing communication with the institutional analysts, investors and financial media.

 

Shareholders’ Rights

(a) How Shareholders can convene an extraordinary general meeting

 

In accordance with article 58 of the Company’s articles of association, any one or more members holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two months after the deposit of such requisition. If within twenty-one days of such deposit the Board fails to proceed to convene such meeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.


(b) The procedures for sending enquiries to the Board

 

Shareholders may put enquiries to the Board (i) in writing to the Company’s registered office in Hong Kong (Flat C, 20/F, MG Tower, 133 Hoi Bun Road, Kowloon, Hong Kong) for attention to the Company Secretary or (ii) by email at stella@stella.com.hk or (iii) by attending the Company’s annual general meeting or extraordinary general meeting.


(c) The procedures for putting forward proposals at Shareholders’ meetings

 

(i) proposal relating to election of a person other than a Director as a

Director
In accordance with article 88 of the Company’s articles of association, if a Shareholder wishes to propose a person other than a Director for election as a Director at any general meeting, a notice signed respectively by that Shareholder giving his intention to propose such person for election and stating the full name of the person proposed for election as a Director, including the person's biographical details as required by rule 13.51(2) of the Listing Rules, and also the person to be proposed of his willingness to be elected as Director, be lodged at the Company’s registered office in Hong Kong (Flat C, 20/F, MG Tower, 133 Hoi Bun Road,, Kowloon, Hong Kong) attention to the Company Secretary. The minimum length of the period, during which such notices are given, shall be at least seven days and that (if the notices are submitted after the dispatch of the notice of the general meeting appointed for such election) the period for lodgment of such notices shall commence on the day after dispatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting.


(ii) other proposals

If a Shareholder wishes to make other proposals at Shareholders’ meeting, he may lodge a written request, duly signed, at the Company’s registered office in Hong Kong (Flat C, 20/F, MG Tower, 133 Hoi Bun Road, Kowloon, Hong Kong) attention to the Company Secretary.