- Published on Monday, 23 June 2014 17:33
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|Chairman||Mr. Gordon Ng|
Mr. Felix Chow
Ms. Vanessa Cheung
Mr. Mark Daly
Mr. Marvin Hsu
Mr. Ronald Kwok
Mr. Selwyn Siu
Mr. Philip Tam
Dr. Janice Tsang
Mr. Eric Wong
Dr. Derek Yu
Mr. Philip Mok (Ex-Officio)
Mr. Michael Cheng (Ex-Officio)
Terms of Reference
The council (the “Council”) of The Hong Kong Tennis Association ("HKTA") has resolved the establishment of the governance committee (the “Committee”) on 21 June 2014 and has adopted the following terms as the terms of reference for the Committee.
2.2 Save and except for (i) the Chairperson who must be a member of the Council and/ or a member of a committee of the Council or (ii) unless otherwise unanimously approved by the Council, no member of the Committee shall be an employee of HKTA or hold any position in the Council or serve on more than one other committee of the Council.
2.3 The Committee shall consist of not less than four members and not more than twelve members.
2.4 The term of each Committee member shall, except for the initial members of the Committee whose terms shall expire on 31 December 2014 be one year. Subject to the constitutions of HKTA and the applicable laws and regulations, any member of the Committee may be re-appointed by the Council and continue to act as a member of the Committee upon the expiry of his/her term of appointment relating thereof.
2.5 If for whatever reason the Committee Chairperson becomes absent and there is no appointed deputy, the remaining members present shall elect one of themselves to chair the meeting until a new Chairperson is appointed by the Council.
3. Committee Secretary
The chief executive officer of HKTA shall act as the secretary of the Committee (the “Committee Secretary”). The Committee may, from time to time, appoint any other person with the appropriate qualification and experience as the Committee Secretary. The Committee Secretary or in his/her absence, his/her representative or any one member of the Committee, shall be the secretary of the meeting.
4. Frequency of Meetings
4.1 Meetings shall be held not less than two times a year at appropriate times.
4.2 The Committee Chairperson shall convene a meeting upon request by any member of the Committee.
5. Conduct of Meetings
5.1 Unless specified by these terms of reference, meetings and proceedings of the Committee shall be governed by HKTA’s articles of association and other internal rules and regulations regulating the meetings and proceedings of the Council and the committees of the Council.
5.2 Unless otherwise waived by all members of the Committee, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee no later than 7 days before the date of the meeting. Supporting papers shall be sent to the Committee members, and to other attendees as appropriate, at the same time.
5.3 The quorum of the Committee shall be any three members of the Committee. Meetings could be held in person, by telephone or by video conference. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
5.4 Resolutions of the Committee at any meetings shall be passed by a majority of votes of the members of the Committee present. The number of votes for, against and/or abstain shall be recorded in the minutes. A resolution in writing signed by all the members of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.
5.5 The Committee may invite any member of the Council, any employee of HKTA, any external advisers or any other persons to attend all or part of any meetings as the Committee considers appropriate, on the condition that the aforementioned persons shall not have a right to vote at such meetings.
5.6 Each member of the Committee shall clearly and fairly disclose to the Committee:
5.6.1 any personal financial interest (other than as a Council member of HKTA) in any matter to be decided by the Committee; or
5.6.2 any potential conflict of interest on matters that are the subjects of discussions at the Committee meeting.
Any such member shall abstain from voting on resolutions of the Committee in relation to which such interest exists and from participating in the discussions concerning such resolutions, and shall (if so required by the Council) resign from the Committee.
6.1 Both the Council and the Committee are authorised to investigate any activity within these terms of reference. Each of the Council and the Committee is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Council / Committee.
6.2 The Committee is authorised by the Council to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise at meetings of the Committee if it considers this necessary.
6.3 Management of HKTA is obliged to supply the Committee with adequate information in a timely manner, in order to enable it to make informed decisions. The information supplied must be complete and reliable. Where a member of the Committee requires more information than is volunteered by the management of HKTA, the relevant member of the Committee should make additional necessary enquiries. Each member of the Committee shall have separate and independent access to the management of HKTA.
6.4 The Committee shall be provided with sufficient resources to discharge its duties.
7.1 The duties of the Committee shall include, without limitation, the following:
(a) to develop and review HKTA’s policies and practices on governance;
(b) to review and monitor HKTA’s policies and practices on compliance with constitutional, legal and regulatory requirements;
(c) to develop, review and monitor the code of conduct applicable to the members of the Council and the employees of HKTA;
(d) to direct and supervise the investigation into any matterbrought to the Committee’s attention within the scope of its duties;
(e) recommendations to the Council as it deems appropriate on any area within its scope of duties where action or improvement is needed.
8. Reporting Procedures
8.1 Full minutes of the Committee’s meetings should be recorded and kept by the Committee Secretary and such minutes shall be available for inspection at any reasonable time on prior reasonable notice by any member of the Council.
8.2 Draft and final versions of minutes of the Committee’s meetings should be sent to all members of the Committee for their comments and records respectively, in both cases within a reasonable time after such meetings.
8.3 The Committee shall report back to the Council and keep the Council fully informed of its decisions and recommendations, unless prohibited by applicable laws and regulations.
9. Terms available
The Committee shall make available these terms of reference on request and by inclusion on HKTA’s website.