Compliance in relation to Independent Non-executive Directors During the Year and as at the date of this annual report, the Company has been in full compliance with rules 3.10(1), 3.10(2) and 3.10A of the Listing Rules. As at the date of this annual report, the Board currently comprised 14 Directors, five of which were Independent Non-executive Directors, representing more than one-third of the Board. At least one of the Independent Non-executive Directors has the professional qualifications or accounting or related financial management expertise required under rule 3.10(2) of the Listing Rules. The Company has received from each of the Independent Non-executive Directors an annual confirmation of his/her independence according to the guidelines set out in rule 3.13 of the Listing Rules and is of the view that each of the Independent Non-executive Directors remains independent. Meetings & Attendance Records During the Year, the attendance records of each Director at the Board and Board Committee meetings and the general meeting of the Company held are set out in the table below. The Chairman of the Board had a meeting with all Independent Non-executive Directors without the presence of other Directors. Attendance/Number of Meetings (percentage of attendance) Annual Extraordinary Name of Director Board Audit Committee Nomination Committee Remuneration Committee General Meeting General Meeting Executive Directors Mr Jinchu SHEN (Co-CEO) 6/7 (86%) N/A N/A N/A 1/1 (100%) 1/1 (100%) Mr Stuart GIBSON (Co-CEO) 7/7 (100%) N/A N/A N/A 1/1 (100%) 1/1 (100%) Non-executive Directors(note 6) Mr Jeffrey David PERLMAN(note 1) (Chairman of the Board) 3/7 (43%) N/A N/A 3/3 (100%) 1/1 (100%) 1/1 (100%) Mr Charles Alexander PORTES(note 2) 6/7 (86%) N/A N/A N/A 1/1 (100%) 1/1 (100%) Mr Wei HU (note 3) 4/7 (57%) N/A N/A N/A 1/1 (100%) 1/1 (100%) Mr David Alasdair William 6/6 (100%) N/A N/A N/A 1/1 (100%) 1/1 (100%) MATHESON(note 4) Mr Zhenhui WANG (note 5) 1/1 (100%) N/A N/A N/A N/A N/A Independent Non-executive Directors (note 6) Mr Brett Harold KRAUSE 7/7 (100%) 2/2 (100%) 1/1 (100%) 3/3 (100%) 1/1 (100%) 1/1 (100%) The Right Honourable Sir Hugo George William SWIRE, KCMG 7/7 (100%) N/A 1/1 (100%) N/A 1/1 (100%) 1/1 (100%) Mr Simon James MCDONALD 7/7 (100%) 2/2 (100%) N/A 3/3 (100%) 1/1 (100%) 1/1 (100%) Ms Jingsheng LIU 7/7 (100%) N/A 1/1 (100%) N/A 1/1 (100%) 1/1 (100%) Mr Robin Tom HOLDSWORTH 7/7 (100%) 2/2 (100%) N/A N/A 1/1 (100%) 1/1 (100%) Notes: 1 Mr Jeffrey Perlman recused himself for four of the meetings in accordance with our Articles of Associations. 2 Mr Charles Alexander Portes was redesignated from the President of the Group and an Executive Director of the Company to a Non-executive Director with effect from 1 January 2021; 3 Mr Wei Hu was appointed as a Non-executive Director with effect from 2 February 2021; 4 Mr David Alasdair William Matheson was appointed as a Non-executive Director with effect from 30 March 2021; 5 Mr Zhenhui Wang resigned as a Non-executive Director with effect from 15 January 2021; and 6 Mr Hwee Chiang Lim, Dr Kwok Hung Justin Chiu and Mr Rajeev Veeravalli Kannan, who were appointed as Non-executive Directors with effect from 20 January 2022, were not Directors during the Year. E S R C A Y M A N L I M I T E D A N N U A L R E P O R T 2 0 2 1 65
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