The Group is committed to promote the highest standards of corporate governance so as to enhance its transparency, accountability and corporate value to the shareholders.

Board of Directors

Composition

The Board currently comprises eight directors, including three executive directors and five independent non-executive directors.

Role and function

The Board takes responsibility for the formulation of the overall strategy and the leadership and control of the Group such as the Group’s long term objectives and strategies, the approval of the Group’s corporate and capital structure, financial reporting and controls, internal controls and risk management, material contracts, communication with the shareholders, the Board membership and other appointments, remuneration of Directors and other senior management, delegation of authority to Board committees and corporate governance matters.

Mr. GUO Wei Chairman and Executive Director

Mr. GUO Wei, aged 53, is the Chairman and an Executive Director of the Group and is responsible for the strategic development and management of the Group. Mr. Guo had been the Vice Chairman, the President and the Chief Executive Officer of the Group since February 2001 and was appointed as the Chairman of the Board of the Company in December 2007. He is also a Director of certain subsidiaries and associates of the Company. Mr. Guo obtained a Master’s Degree from the Graduate School of the Chinese Academy of Science (formerly known as Graduate School of the University of Science and Technology of China) in 1988. He joined the Legend group in 1988 and was once an Executive Director and Senior Vice President. Mr. Guo was awarded such major prizes included China’s Top Ten Outstanding Youths (2002), 求是傑出青年成果轉化獎 (Practical and Outstanding Youth of Achievement) (2002) by the China Association for Science and Technology, China’s Top Ten Outstanding Youths in Technology Innovation (1998), Future Economic Leader of China (2003), and the First Annual China Young Entrepreneurs Creative Management Golden Honour (2005). He was also selected as the 50 Most Powerful Businesspeople in China by Fortune Magazine (Chinese version) in 2011 and 2012.

Mr. Guo is currently the Chairman of Digital China Information Service Company Ltd. and Shenzhen Shenxin Taifeng Group Co., Ltd. (all listed on The Shenzhen Stock Exchange), an Independent Non-executive Director of China Southern Airlines Company Limited (listed on the Main Board of The Stock Exchange of Hong Kong Limited, The Shanghai Stock Exchange and The New York Stock Exchange), a Non-executive Director of HC International, Inc. (listed on the Main Board of The Stock Exchange of Hong Kong Limited) and an Independent Director of Shanghai Pudong Development Bank Co., Ltd. (listed on The Shanghai Stock Exchange). In addition, he is a Director of Kosalaki Investments Limited which is a substantial shareholder of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Guo was a Director of DigiWin Software Co., Ltd. (listed on the ChiNext of The Shenzhen Stock Exchange). Besides, Mr. Guo is currently a Standing Committee Member of the 12th National Committee of the Chinese People’s Political Consultative Conference, a member of the 4th Advisory Committee for State Informatization and the Chairman of the 6th Council of China Non-Governmental Science Technology Entrepreneurs Association. He was the Chairman of Beijing Informatization Association. He has over 28 years of experience in business strategy development and business management.

Mr. LIN Yang Chief Executive Officer and Executive Director

Mr. LIN Yang, aged 49, is the Chief Executive Officer and an Executive Director of the Group and is responsible for the overall business management of the Group. He is also a Director of certain subsidiaries of the Company. Mr. Lin graduated in 1988 with a Bachelor’s Degree in Computing Communications from the Xidian University and in 2005 with a Master’s Degree in Business Administration from Cheung Kong Graduate School of Business. Mr. Lin is currently the Vice Chairman of Digital China Information Service Company Ltd. (listed on The Shenzhen Stock Exchange). He was previously the Executive Vice President and the President of the Group and was appointed as the Chief Executive Officer of the Group in April 2011. He joined the Legend group in 1990 and has over 25 years of management experience in distribution business. Mr. Lin was awarded the Lifetime Achievement Award by the IT Channel Elite Panel in 2001 and recognised as the Most Influential Figure in IT Distribution of 20 Years in 2005. In 2013, he was also selected as one of the Leaders of the Year 2012 of the China Information Industry and Top-10 Annual Icons of the Year 2012 of Zhongguancun. Besides, Mr. Lin has been appointed as the Director for IT Channel Profession Council, under the MIIT (Ministry of Industry and Information Technology).

Yip Denis Shing Fai Chief Executive Officer and President

Yip Denis Shing Fai, born in 1969, has over 26 years of worldwide industry experience in information management, software and global sales and services. Denis Yip holds a Bachelor of Science and Master of Science degrees in Electrical Engineering and Computer Science from University of California, Berkeley. He also holds an MBA degree from Golden Gate University. Prior to joining the Group, Denis Yip has been the Global Senior Vice President and the President of Greater China of EMC Corporation (“EMC”) since July 2006, and was in charge of the overall business operations in mainland China, Hong Kong and Taiwan. Upon the merger of Dell Inc. (“DELL”) and EMC, Denis Yip continued to be appointed as the Global Senior Vice President of DELL and the President of Greater China of EMC. He was also a key member in the integration of DELL and EMC in Greater China region.

From January 1999 to July 2006, Denis Yip held a variety of senior management positions at International Business Machines Corporation (“IBM”), including Global Vice President, General Manager of the Asia Pacific Storage Division, President of the AS/400 Business in Asia Pacific Region, and General Manager of the AS/400 and RS/6000 Businesses in Greater China region. Denis Yip was in charge of various businesses at IBM based in Guangzhou, Beijing, Tokyo and Shanghai, and was at the time the youngest Global Vice President of IBM in 2003. In June 2016, Denis Yip was also elected to the Board of Trustees of The Webb Schools, a private Boarding School in Claremont, CA in the United States.

Mr. WONG Man Chung Independent Non-executive Director

Mr. WONG Man Chung, Francis, aged 51, is an Independent Non-executive Director of the Company. He holds a Master’s Degree in Management conferred by Guangzhou Jinan University, the People’s Republic of China. Mr. Wong is a fellow member of the Association of Chartered Certified Accountants of the United Kingdom, the Hong Kong Institute of Certified Public Accountants, The Institute of Chartered Accountants in England and Wales and The Society of Chinese Accountants and Auditors, and a Certified Tax Advisor of the Taxation Institute of Hong Kong. He is a Certified Public Accountant (Practising) and has over 28 years of experience in auditing, taxation, management and financial advisory. Mr. Wong joined the Company in August 2006. Previously, Mr. Wong worked for KPMG, an international accounting firm, for 6 years and the Hong Kong Securities Clearing Company Limited for 2 years. Mr. Wong has the appropriate professional qualifications, accounting and related financial management expertise as required under Rule 3.10 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Mr. Wong is currently an Independent Non-executive Director, the Chairman of the Audit Committee and the Remuneration Committee as well as a member of the Nomination Committee of China Oriental Group Company Limited (listed on the Main Board of The Stock Exchange of Hong Kong Limited); and an Independent Non-executive Director, the Chairman of the Audit Committee and a member of the Nomination Committee and the Remuneration Committee of Wai Kee Holdings Limited, Integrated Waste Solutions Group Holdings Limited and Greenheart Group Limited (all listed on the Main Board of The Stock Exchange of Hong Kong Limited). He was appointed as an Independent Non-executive Director of GCL-Poly Energy Holdings Limited (listed on the Main Board of The Stock Exchange of Hong Kong Limited) which will take effect from 1 April 2016. He was an Independent Non-executive Director of eForce Holdings Limited (listed on the Main Board of The Stock Exchange of Hong Kong Limited). Mr. Wong is the Managing Director of Union Alpha C.P.A. Limited and a Director of Union Alpha CAAP Certified Public Accountants Limited, both being professional accounting firms, and a Founding Director and member of Francis M C Wong Charitable Foundation Limited, a charitable institution.

Ms. NI Hong (Hope) Independent Non-executive Director

Ms. NI Hong (Hope), aged 44, is an Independent Non-executive Director of the Company. Ms. Ni received her J.D. Degree from the University of Pennsylvania Law School and her Bachelor’s Degree in Applied Economics and Business Management from Cornell University. Ms. Ni joined the Company in September 2010. Currently, Ms. Ni is an Executive Director and the Chief Investment Officer of Cogobuy Group (listed on the Main Board of The Stock Exchange of Hong Kong Limited). Ms. Ni has been the Chairman of Inspire Capital since 2009. From August 2004 to January 2008, Ms. Ni served as the Chief Financial Officer and Director for Viewtran Group, Inc. (“Viewtran”), and subsequently served as its Vice Chairman until early 2009. Prior to joining Viewtran, Ms. Ni spent six years as a Practicing Attorney at Skadden, Arps, Slate, Meagher & Flom LLP in New York and Hong Kong, specializing in corporate finance. Prior to that, Ms. Ni worked at Merrill Lynch’s investment banking division in New York.

Ms. Ni is currently serving as an Independent Director and acting as the Chairman of the Audit Committee as well as a member of the Compensation and Nomination Committee at JA Solar Holdings, Co. Ltd., a NASDAQ-listed company (NASDAQ: JASO) and an Independent Director, the Chairman of the Audit Committee and a member of the Compensation Committee of ATA Inc., a NASDAQlisted company (NASDAQ: ATAI). Ms. Ni is a Director of ATA Online (Beijing) Education Technology Co., Ltd. (listed on the National Equities Exchange and Quotations System of China (also known as the New Third Board)). Ms. Ni is also an Independent Director at KongZhong Corporation, a NASDAQ-listed company (NASDAQ: KONG).

Dr. LIU Yun, John Independent Non-executive Director

Dr. LIU Yun, John, aged 53, has been an Independent Non-executive Director of the Company since 25 March 2014. He was the Chief Business Officer of Qihoo 360 Technology Co. Ltd. from January 2014 to August 2015. Prior to that, he held senior positions in various renowned companies in the communication or networking or software arena as follows: Corporate Vice President and Head of Greater China of Google Inc. from 2008 to 2013; Chief Executive Officer, China Operations of SK Telecom Co., Ltd. from 2002 to 2007; General Manager, Greater China of FreeMarkets Inc. from 2000 to 2002; Chief Executive Officer, China Operations of SITA Communication from 1999 to 2000; General Manager, Telecommunication Group of The Lion Group from 1997 to 1999 and Country Director, Greater China of Singapore Telecommunications Limited from 1994 to 1997. Dr. Liu currently is an Independent Non-executive Director of ARM Holdings Plc. (listed on the London Stock Exchange).

Dr. Liu graduated from Beijing Normal University with a Bachelor’s Degree in Mathematics in 1983 and obtained his Ph.D in Telecommunications Network Management from Technical University of Denmark in 1997. In 2011, Dr. Liu undertook a Senior Executive Program of Harvard Business School.

Ms. YAN Xiaoyan Independent Non-executive Director

Ms. YAN Xiaoyan, aged 64, was appointed as an Independent Non-executive Director of the Company with effect from 27 May 2014. She is currently the Chairperson of Bank of Beijing Consumer Finance Company. She is also an Advisor to The People’s Government of Beijing Municipality, the Vice President of the Listed Companies Association of Beijing, the Assistant Secretary General of the China Volunteer Service Federation and the Vice Director General and Secretary General of the China Volunteer Service Foundation. Ms. Yan has served in the financial sector for about 40 years. She has taken up senior positions at The People’s Bank of China and Industrial and Commercial Bank of China and served as a Director and a Vice President of Bank of Beijing (listed on The Shanghai Stock Exchange) since 1996 and appointed as the President and the Vice Chairperson since 2002 and 2010 respectively. Ms. Yan was also the President of the 6th Executive Committee of Beijing Banking Association. Ms. Yan is a female financial entrepreneur with outstanding acumen and leadership rarely seen in the banking sector.

Ms. Yan is a senior economist, holding a Master’s Degree in Economics from Southwestern University of Finance and Economics and a Master’s Degree in Management from Xiamen University. She is a tutor to graduate students and visiting professor at the Central University of Finance and Economics, a school-level part-time professor at Xi’an Jiaotong University and an instructor at the post-doctorate research station of Bank of Beijing.

Prof. LAI Daniel, BBS, JP Independent Non-executive Director

Prof. LAI Daniel, BBS, JP, aged 69, was appointed as an Independent Non-executive Director of the Company with effect from 15 October 2015. He is a seasoned Information Technology professional with over 40 years' experience in Hong Kong, Mainland, and Australia. He is a graduate of The Hong Kong Polytechnic University ("PolyU") and Griffith University with a Master's Degree in Technology Management. He is a Distinguished Fellow of Hong Kong Computer Society, a Fellow of The Hong Kong Institution of Engineers, and a Fellow of The Hong Kong Institute of Directors.

Prof. Lai is a director of Digital Technology and Consultancy Company Limited. He has been appointed as Professor of Practice (Computing) in the Department of Computing, PolyU for the period of 19 September 2015 to 18 September 2017. He was also the Interim Vice President (Administration) of PolyU from 19 March 2015 until 18 September 2015. Mr. Lai was the Government Chief Information Officer of the Hong Kong SAR Government (the "Government") from January 2012 to January 2015. Prior to joining the Government, Prof. Lai was the Head of Information Technology ("IT") at MTR Corporation Limited from 1999 to 2011 and held senior managerial positions in IT field at The Hong Kong Jockey Club in Hong Kong and Australia between 1978 and 1999.

Prof. Lai was an independent non-executive director of Tradelink Electronic Commerce Limited (listed on the Main Board of The Stock Exchange of Hong Kong Limited) from 20 May 2011 to 1 January 2012. He was also a director and an alternate director of Hong Kong Cyberport Management Company Limited (wholly-owned by the Government) respectively, and a director of Hong Kong Internet Registration Corporation Limited, Hong Kong Domain Name Registration Company Limited, E-Business Solutions Limited, Hong Kong Quality Assurance Agency and Pearl River Delta IT Cooperation and Exchange Centre.

Prof. Lai contributed significantly in promoting the application of IT in Hong Kong and the region. He has held many positions in public services and higher education institutions including President of Hong Kong Computer Society, President of Asian Pacific Information and Communications Technology Confederation, Chairman of PolyU’s Department of Computing Advisory Committee, Chairman of Computer Science Departmental Advisory Committee of City University of Hong Kong, and also Adjunct Professor of the Graduate University of Chinese Academy of Sciences and the Zhongshan Institute of the University of Electronic Science and Technology of China.

In recognition of his contribution to the development and promotion of IT, Prof. Lai was awarded the Bronze Bauhinia Star in 2004. He was appointed a Justice of Peace in 2001. He has received numerous local, regional and international awards for his achievements.

Remuneration Committee

The Remuneration Committee is responsible for, among others, make recommendations to the Board on the Company’s policy and structure for all directors’ and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy. The Remuneration Committee shall also make recommendations to the Board on the remuneration packages of individual executive directors and senior management, which includes benefits in kind, pension rights and compensation payments.

The Remuneration Committee currently comprises three members as follows:

  • LIU Yun, John (Chairman)
  • WONG Man Chung, Francis
  • Prof. LAI Daniel, BBS, JP

Terms of Reference

Audit Committee

All members of the Audit Committee are Independent Non-executive Directors and are responsible for, among others, the integrity of the financial statements of the Group, reviewing the effectiveness of the Group’s internal controls and risk management systems, reviewing the effectiveness of the Group’s internal audit function in the context of the Group’s overall risk management system and oversight of the relationship with external Auditors.

The Audit Committee currently comprises three members as follows:

  • WONG Man Chung, Francis (Chairman)
  • NI Hong (Hope)
  • Prof. LAI Daniel, BBS, JP

Terms of Reference

Internal Control

A well-designed internal control system is very important to the protection of the Group’s assets, the reliability of its financial statements, and its compliance with legislation and rules. As such, the Group is committed to establishing and maintaining a sound system of internal control system to provide reasonable, though not absolute, assurance against any serious misrepresentation or loss, and to manage, though not eliminate, any risk of serious mistakes regarding the operation system and the objectives of the Group. The Board of Directors also perceives its overall responsibility for the internal control, financial control and risk management of the Company, and will review its effectiveness from time to time.

The Group has an Internal Audit Department, which is responsible for the internal audit of the Group, independent assessment of risks, and internal control procedures and system, and reports its findings, with recommendations, to the Audit Committee on a quarterly basis.

The Internal Audit Department will assess the risks to which the Company is exposed, and formulate an audit plan on that basis annually, so as to ensure that the internal audit covers all areas of high risks. The audit plan will be submitted to the Audit Committee for approval. The scope of audit review is determined based on the risk assessment results. Special reviews will be conducted on matters which are of concern to the management or the Audit Committee.

Procedures for shareholders to propose a person for election as director

The Board will consider candidates nominated by shareholders of the Company to be directors of the Company.

Procedures for shareholders to propose a person for election as director

Memorandum of Association and New Bye-laws

Lists of Directors and their Role and Function