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Procedures for Shareholders to Propose a Person for Election as a Director

Bye-law (103) of the Bye-laws states that “No person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been lodged at the Head Office or at the Registered Office at least seven days before the date of the general meeting. The period for lodgment of the notice required under this bye-law will commence no earlier that the day after the 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.

Whistle Blower Policy

The Company has established a Mechanism (Whistle Blower Policy). It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally. The Company is committed to the highest possible standard of openness, probity and accountability.

It contains safeguards to protect any person who uses the Mechanism (whistle blower) by raising any concern in good faith. The Company will not tolerate any form of victimization and will take appropriate steps to protect a whistleblower that raises a concern in good faith and shall treat any retaliation as a serious disciplinary offence that merits disciplinary action.

The Company will protect the identity of the whistle blower if the whistle blower so desires, provided that the whistle blower will need to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint.

The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make complaint directly to the Chairman of the Audit Committee. It is through Dr. Loke Yu (loke.yu@chh.hk).

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