The Board has delegated various responsibilities to an Audit Committee, a Nomination Committee and a Remuneration Committee.
The majority of the members of each committee, other than Nomination Committee, are Independent Non-executive Directors. This ensures the independence of views and opinions expressed by the Directors at the respective committee meetings. The committees report back to the Board on their activities and decisions.
The majority of the members of each committee, other than Nomination Committee, are Independent Non-executive Directors. This ensures the independence of views and opinions expressed by the Directors at the respective committee meetings. The committees report back to the Board on their activities and decisions.
Audit Committee
The Audit Committee aims to ensure compliance with the Group’s obligations under the Listing Rules and other applicable laws and regulations as well as effectiveness of the risk management and internal control systems. It also oversees the integrity of the financial statements of the Company. The Audit Committee is also directly responsible on behalf of the Board for the selection, oversight and remuneration of the Company’s external auditors, the assessment of the independence and qualifications of the external auditors, the oversight of the performance of the Company’s external auditors and the maintenance of an appropriate relationship with the external auditors.
The Audit Committee is formed by five Independent Non-executive Directors:
The Audit Committee is formed by five Independent Non-executive Directors:
Peter David Sullivan
Committees:
Mr Peter David Sullivan, aged 76, was appointed as an Independent Non-executive Director on February 1, 2008. He was the Chief Executive Officer and Executive Director of Standard Chartered Bank (Hong Kong) Limited, the largest single franchise in the Standard Chartered Group. Mr Sullivan also held governance responsibility for the franchises in the Standard Chartered Group in Japan, Australia, the Philippines and was vice chairman in Standard Chartered’s minority holding in Bohai Bank in Tianjin, China. He also held a number of other major appointments including the Chairman of the Hong Kong Association of Banks and Chairman of the British Chamber of Commerce.
Mr Sullivan retired as Chairman of Circle BMI Health, the largest private hospital group in the United Kingdom on December 31, 2024. He was a member of the Audit Committee and Chairman of the Remuneration Committee. He retired as a Non-executive Director of AXA ASIA, AXA China Region Insurance Company Limited, AXA Wealth Management Limited and AXA General Insurance (Hong Kong) Limited in May 2021. He was also a member of the Audit Committee of AXA Asia.
Until retiring, Mr Sullivan was the Lead Independent Director to the boards of the Standard Bank Group and the Standard Bank of South Africa where he held responsibility as Chairman of both the group IT Committee and Remuneration Committee. He was also a member of the Audit Committee and the Capital and Risk Committee.
In addition to his extensive industry experience in Banking, Insurance and Health Care, Mr Sullivan had broad geographic experience having lived and worked in Australia, South Africa, Singapore, the USA, the United Kingdom and Hong Kong. Mr Sullivan is a keen sportsman and played in 15 internationals for the Australian rugby team. He captained the Wallabies in 1972 and was the leader of the team that toured England and Wales in 1973. Mr Sullivan holds a Bachelor of Science (Physical Education) degree from the University of NSW (Wollongong).
Mr Sullivan retired as Chairman of Circle BMI Health, the largest private hospital group in the United Kingdom on December 31, 2024. He was a member of the Audit Committee and Chairman of the Remuneration Committee. He retired as a Non-executive Director of AXA ASIA, AXA China Region Insurance Company Limited, AXA Wealth Management Limited and AXA General Insurance (Hong Kong) Limited in May 2021. He was also a member of the Audit Committee of AXA Asia.
Until retiring, Mr Sullivan was the Lead Independent Director to the boards of the Standard Bank Group and the Standard Bank of South Africa where he held responsibility as Chairman of both the group IT Committee and Remuneration Committee. He was also a member of the Audit Committee and the Capital and Risk Committee.
In addition to his extensive industry experience in Banking, Insurance and Health Care, Mr Sullivan had broad geographic experience having lived and worked in Australia, South Africa, Singapore, the USA, the United Kingdom and Hong Kong. Mr Sullivan is a keen sportsman and played in 15 internationals for the Australian rugby team. He captained the Wallabies in 1972 and was the leader of the team that toured England and Wales in 1973. Mr Sullivan holds a Bachelor of Science (Physical Education) degree from the University of NSW (Wollongong).
Johannes-Gerhard Hesse
Committees:
Mr Johannes-Gerhard Hesse (commonly known as Hans-Gerd Hesse), aged 65, was appointed as an Independent Non-executive Director of the Company with effect from October 1, 2016. Mr Hesse holds a graduate degree in Business Administration from the University of Cologne and has acquired extensive business management, strategy, leadership and corporate governance experience in Europe and Asia.
Mr Hesse’s professional career turned global in 1988 when joining RJ Reynolds International, a division of RJR Nabisco Inc., where he henceforth held market research and marketing positions in Germany, its regional headquarters in Switzerland and the Czech Republic. In 1996 he was appointed General Manager Hungary and in 1998 Regional Vice President Marketing for the Commonwealth of Independent States & Baltics (i.e. former Soviet Union). In 1999, JT International, a division of Japan Tobacco Inc. (“JTI”), appointed Mr Hesse as General Manager Singapore, Philippines & Australasia. He became Vice President & General Manager China in 2002 and served simultaneously as Vice Chairman on the board of directors of China American Cigarette Co. JV in Xiamen. In 2003 followed his appointment to Vice President Corporate Strategy at JTI’s global headquarters. In 2007, Mr Hesse joined JTI’s Executive Committee as Regional President Asia Pacific based in Hong Kong, holding concurrently governance and board director responsibilities in affiliates of the JTI Group of Companies in Asia. He retired from these positions before the end of 2010. From 2011 onwards, Mr Hesse started to develop his proprietary investment holding and business advisory company.
Mr Hesse’s professional career turned global in 1988 when joining RJ Reynolds International, a division of RJR Nabisco Inc., where he henceforth held market research and marketing positions in Germany, its regional headquarters in Switzerland and the Czech Republic. In 1996 he was appointed General Manager Hungary and in 1998 Regional Vice President Marketing for the Commonwealth of Independent States & Baltics (i.e. former Soviet Union). In 1999, JT International, a division of Japan Tobacco Inc. (“JTI”), appointed Mr Hesse as General Manager Singapore, Philippines & Australasia. He became Vice President & General Manager China in 2002 and served simultaneously as Vice Chairman on the board of directors of China American Cigarette Co. JV in Xiamen. In 2003 followed his appointment to Vice President Corporate Strategy at JTI’s global headquarters. In 2007, Mr Hesse joined JTI’s Executive Committee as Regional President Asia Pacific based in Hong Kong, holding concurrently governance and board director responsibilities in affiliates of the JTI Group of Companies in Asia. He retired from these positions before the end of 2010. From 2011 onwards, Mr Hesse started to develop his proprietary investment holding and business advisory company.
Robert Hinman Getz
Committees:
Mr Robert Hinman Getz, aged 62, was appointed as an Independent Non-executive Director of the Company with effect from January 1, 2020. Mr Getz has over 35 years of experience as a private equity investor and advisor. He has extensive experience in private and public equity and debt transactions, international mergers and acquisitions and in advising companies on strategic opportunities and operations. Mr Getz holds a Master of Business Administration Degree in Finance from New York University, and a Bachelor of Arts Degree in International Relations, cum laude, from Boston University.
Mr Getz currently serves as the Founder and Managing Partner of Pecksland Capital, a private investment and advisory firm since 2016. Mr Getz previously served as Co-Founder and Managing Director of Cornerstone Equity Investors, a New York based private equity concern, from 1996 to 2016. Before the formation of Cornerstone in 1996, Mr Getz served as a Managing Director and Partner of Prudential Equity Investors and its predecessor firm Prudential Venture Capital.
Mr Getz has served as a Director of numerous United States and international public and private companies in the technology, manufacturing, finance, and metals and mining sectors. Mr Getz currently serves as a Non-executive Director of Ero Copper Corp. (ERO:TSE), a public Brazilian copper and gold mining production and exploration company. He also previously served as the Non-executive Chairman of the Board of Directors of Haynes International, Inc. (HAYN:NSDQ), a public United States-based integrated developer and producer of specialty alloys primarily for use in the aerospace industry until its acquisition by North America Stainless in November 2024; and a Non-Executive Director of Newmarket Gold Inc., a public Australian gold mining and exploration company prior to its acquisition by Kirkland Lake Gold in 2017. Mr Getz is a member of the National Association of Corporate Directors.
Mr Getz currently serves as the Founder and Managing Partner of Pecksland Capital, a private investment and advisory firm since 2016. Mr Getz previously served as Co-Founder and Managing Director of Cornerstone Equity Investors, a New York based private equity concern, from 1996 to 2016. Before the formation of Cornerstone in 1996, Mr Getz served as a Managing Director and Partner of Prudential Equity Investors and its predecessor firm Prudential Venture Capital.
Mr Getz has served as a Director of numerous United States and international public and private companies in the technology, manufacturing, finance, and metals and mining sectors. Mr Getz currently serves as a Non-executive Director of Ero Copper Corp. (ERO:TSE), a public Brazilian copper and gold mining production and exploration company. He also previously served as the Non-executive Chairman of the Board of Directors of Haynes International, Inc. (HAYN:NSDQ), a public United States-based integrated developer and producer of specialty alloys primarily for use in the aerospace industry until its acquisition by North America Stainless in November 2024; and a Non-Executive Director of Newmarket Gold Inc., a public Australian gold mining and exploration company prior to its acquisition by Kirkland Lake Gold in 2017. Mr Getz is a member of the National Association of Corporate Directors.
Caroline Christina Kracht
Committees:
Ms Caroline Christina Kracht, aged 52, was appointed as an Independent Non-executive Director of the Company with effect from March 7, 2022. Ms Kracht is an expert adviser to boards and top management teams on business strategy and corporate finance, mergers and acquisitions, as well as capital markets. She holds a Master Degree in Management (with distinction), the German university degree of Diplom-Kauffrau and a French Diplôme de Grande Ecole from ESCP Business School. Ms Kracht also attended the Advanced Management Program at the Harvard Business School.
Ms Kracht is a co-founder and partner of MoreThan Capital, a Luxembourg based global investment and advisory firm founded, backed, and powered by a global community of business leaders, focused on investing in and helping companies on the verge of scaling-up enter new markets and transform from start-ups into mature businesses. She is also a sector expert in financial services, energy (oil and gas, power, renewables), industrials, chemicals, and other natural resources with global experience working in Asia (PRC, India, Indonesia, Japan, Malaysia, South Korea, Thailand), Europe (Germany, France, UK, Switzerland) and North America (Canada, U.S.).
Ms Kracht was the head of investment banking (Asia-Pacific) and a member of Scotiabank’s Asia-Pacific executive team for Scotiabank from 2016 to 2020. She joined Scotiabank in Hong Kong as managing director responsible for energy investment banking across Asia-Pacific in 2011. Prior to this, Ms Kracht spent 13 years with Morgan Stanley with increasingly senior positions in investment banking and firm management in London, San Francisco, Frankfurt and Hong Kong. During Ms Kracht’s 22-year career at Scotiabank and Morgan Stanley, the executive management expertise she has gained is directly relevant to strategy, audit, risk and compliance, nomination and remuneration, and ethics committees. She speaks fluent English, German and French.
Ms Kracht is a founder and board director of GJWHF Ltd., a Hong Kong non-profit organization on the economic empowerment of women. She was a member of the advisory board of the Mentoring Programme for Women Leaders of The Women’s Foundation (TWF), a Hong Kong non-profit organization dedicated to challenging stereotypes, empowering women in poverty and growing the number of women in leadership positions.
Ms Kracht is a co-founder and partner of MoreThan Capital, a Luxembourg based global investment and advisory firm founded, backed, and powered by a global community of business leaders, focused on investing in and helping companies on the verge of scaling-up enter new markets and transform from start-ups into mature businesses. She is also a sector expert in financial services, energy (oil and gas, power, renewables), industrials, chemicals, and other natural resources with global experience working in Asia (PRC, India, Indonesia, Japan, Malaysia, South Korea, Thailand), Europe (Germany, France, UK, Switzerland) and North America (Canada, U.S.).
Ms Kracht was the head of investment banking (Asia-Pacific) and a member of Scotiabank’s Asia-Pacific executive team for Scotiabank from 2016 to 2020. She joined Scotiabank in Hong Kong as managing director responsible for energy investment banking across Asia-Pacific in 2011. Prior to this, Ms Kracht spent 13 years with Morgan Stanley with increasingly senior positions in investment banking and firm management in London, San Francisco, Frankfurt and Hong Kong. During Ms Kracht’s 22-year career at Scotiabank and Morgan Stanley, the executive management expertise she has gained is directly relevant to strategy, audit, risk and compliance, nomination and remuneration, and ethics committees. She speaks fluent English, German and French.
Ms Kracht is a founder and board director of GJWHF Ltd., a Hong Kong non-profit organization on the economic empowerment of women. She was a member of the advisory board of the Mentoring Programme for Women Leaders of The Women’s Foundation (TWF), a Hong Kong non-profit organization dedicated to challenging stereotypes, empowering women in poverty and growing the number of women in leadership positions.
Andrew Philip Roberts
Committees:
Mr Andrew Philip Roberts, aged 68, was appointed as an Independent Non-executive Director of the Company with effect from January 1, 2024. Mr Roberts is a qualified chartered accountant of the Institute of England and Wales who obtained a BA (Honours) degree in Economics from the University of Manchester. Following his qualification, Mr Roberts gained extensive experience working as an auditor with the global auditing firm of Deloitte during his formative professional years. From 1993 onwards until 2012, Mr Roberts held senior leadership positions in finance at the Anglo-Dutch conglomerate, Shell Group, which included the following appointments: Executive Vice President of Finance in Shell Trading London, Chair of the Supervisory Board in Shell Asset Management, Executive Vice President of Finance in Shell Gas and Power, Executive Vice President of Finance in Shell Retail, Executive Vice President of Finance in Shell Trading North America, Shell Trading Controller and Compliance Officer. His responsibilities whilst at the Shell Group included strategy, planning, corporate governance, compliance, regulatory, risk management and treasury functions and also overall supervision and management of a large global finance team of 430 officers located in overseas offices. Mr Roberts brought a wealth of experience to these roles, exemplifying a demonstrable ability to strategize, plan and successfully operationalize broad and complex portfolios within a robust risk, control and compliance framework.
In addition, Mr Roberts’ most recent role was Chief Financial Officer at Shelf Drilling in Dubai where he developed the finance, treasury, tax, internal audit function and associated IT systems with operations in multiple countries pre-IPO.
In addition, Mr Roberts’ most recent role was Chief Financial Officer at Shelf Drilling in Dubai where he developed the finance, treasury, tax, internal audit function and associated IT systems with operations in multiple countries pre-IPO.
Terms of Reference – Audit Committee
The Audit Committee of the Board of Directors is responsible for the appointment, compensation and oversight of the work of the independent auditor. As part of this responsibility, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that they do not impair the auditor's independence from the Corporation.
Remuneration Committee
The responsibilities of the Remuneration Committee include, but not limited to, developing and administering a fair and transparent procedure for setting policy on the overall human resources strategy of the Group and the remuneration of Directors and senior management of the Group, and determining their remuneration packages, on the basis of their competence, merit and qualifications, and having regard to individual performance, comparable market statistics and the Company’s return to shareholders and operating results. The Remuneration Committee makes recommendations to the Board on the remuneration packages of Executive Directors and senior management, including, without limitation, base salaries, benefits in kind, compensation payments and bonuses, and consults the Chairman and/or Chief Executive Officer for the proposals of other Executive Directors’ remuneration packages. The Remuneration Committee also makes recommendations to the Board on the remuneration of Non-executive Directors and Independent Non-executive Directors. The Remuneration Committee reports directly to the Board on its decisions or recommendations and with access to sufficient resources and professional advice if necessary.
The Remuneration Committee is formed by five Independent Non-executive Directors:
The Remuneration Committee is formed by five Independent Non-executive Directors:
Robert Hinman Getz
Committees:
Mr Robert Hinman Getz, aged 62, was appointed as an Independent Non-executive Director of the Company with effect from January 1, 2020. Mr Getz has over 35 years of experience as a private equity investor and advisor. He has extensive experience in private and public equity and debt transactions, international mergers and acquisitions and in advising companies on strategic opportunities and operations. Mr Getz holds a Master of Business Administration Degree in Finance from New York University, and a Bachelor of Arts Degree in International Relations, cum laude, from Boston University.
Mr Getz currently serves as the Founder and Managing Partner of Pecksland Capital, a private investment and advisory firm since 2016. Mr Getz previously served as Co-Founder and Managing Director of Cornerstone Equity Investors, a New York based private equity concern, from 1996 to 2016. Before the formation of Cornerstone in 1996, Mr Getz served as a Managing Director and Partner of Prudential Equity Investors and its predecessor firm Prudential Venture Capital.
Mr Getz has served as a Director of numerous United States and international public and private companies in the technology, manufacturing, finance, and metals and mining sectors. Mr Getz currently serves as a Non-executive Director of Ero Copper Corp. (ERO:TSE), a public Brazilian copper and gold mining production and exploration company. He also previously served as the Non-executive Chairman of the Board of Directors of Haynes International, Inc. (HAYN:NSDQ), a public United States-based integrated developer and producer of specialty alloys primarily for use in the aerospace industry until its acquisition by North America Stainless in November 2024; and a Non-Executive Director of Newmarket Gold Inc., a public Australian gold mining and exploration company prior to its acquisition by Kirkland Lake Gold in 2017. Mr Getz is a member of the National Association of Corporate Directors.
Mr Getz currently serves as the Founder and Managing Partner of Pecksland Capital, a private investment and advisory firm since 2016. Mr Getz previously served as Co-Founder and Managing Director of Cornerstone Equity Investors, a New York based private equity concern, from 1996 to 2016. Before the formation of Cornerstone in 1996, Mr Getz served as a Managing Director and Partner of Prudential Equity Investors and its predecessor firm Prudential Venture Capital.
Mr Getz has served as a Director of numerous United States and international public and private companies in the technology, manufacturing, finance, and metals and mining sectors. Mr Getz currently serves as a Non-executive Director of Ero Copper Corp. (ERO:TSE), a public Brazilian copper and gold mining production and exploration company. He also previously served as the Non-executive Chairman of the Board of Directors of Haynes International, Inc. (HAYN:NSDQ), a public United States-based integrated developer and producer of specialty alloys primarily for use in the aerospace industry until its acquisition by North America Stainless in November 2024; and a Non-Executive Director of Newmarket Gold Inc., a public Australian gold mining and exploration company prior to its acquisition by Kirkland Lake Gold in 2017. Mr Getz is a member of the National Association of Corporate Directors.
Peter David Sullivan
Committees:
Mr Peter David Sullivan, aged 76, was appointed as an Independent Non-executive Director on February 1, 2008. He was the Chief Executive Officer and Executive Director of Standard Chartered Bank (Hong Kong) Limited, the largest single franchise in the Standard Chartered Group. Mr Sullivan also held governance responsibility for the franchises in the Standard Chartered Group in Japan, Australia, the Philippines and was vice chairman in Standard Chartered’s minority holding in Bohai Bank in Tianjin, China. He also held a number of other major appointments including the Chairman of the Hong Kong Association of Banks and Chairman of the British Chamber of Commerce.
Mr Sullivan retired as Chairman of Circle BMI Health, the largest private hospital group in the United Kingdom on December 31, 2024. He was a member of the Audit Committee and Chairman of the Remuneration Committee. He retired as a Non-executive Director of AXA ASIA, AXA China Region Insurance Company Limited, AXA Wealth Management Limited and AXA General Insurance (Hong Kong) Limited in May 2021. He was also a member of the Audit Committee of AXA Asia.
Until retiring, Mr Sullivan was the Lead Independent Director to the boards of the Standard Bank Group and the Standard Bank of South Africa where he held responsibility as Chairman of both the group IT Committee and Remuneration Committee. He was also a member of the Audit Committee and the Capital and Risk Committee.
In addition to his extensive industry experience in Banking, Insurance and Health Care, Mr Sullivan had broad geographic experience having lived and worked in Australia, South Africa, Singapore, the USA, the United Kingdom and Hong Kong. Mr Sullivan is a keen sportsman and played in 15 internationals for the Australian rugby team. He captained the Wallabies in 1972 and was the leader of the team that toured England and Wales in 1973. Mr Sullivan holds a Bachelor of Science (Physical Education) degree from the University of NSW (Wollongong).
Mr Sullivan retired as Chairman of Circle BMI Health, the largest private hospital group in the United Kingdom on December 31, 2024. He was a member of the Audit Committee and Chairman of the Remuneration Committee. He retired as a Non-executive Director of AXA ASIA, AXA China Region Insurance Company Limited, AXA Wealth Management Limited and AXA General Insurance (Hong Kong) Limited in May 2021. He was also a member of the Audit Committee of AXA Asia.
Until retiring, Mr Sullivan was the Lead Independent Director to the boards of the Standard Bank Group and the Standard Bank of South Africa where he held responsibility as Chairman of both the group IT Committee and Remuneration Committee. He was also a member of the Audit Committee and the Capital and Risk Committee.
In addition to his extensive industry experience in Banking, Insurance and Health Care, Mr Sullivan had broad geographic experience having lived and worked in Australia, South Africa, Singapore, the USA, the United Kingdom and Hong Kong. Mr Sullivan is a keen sportsman and played in 15 internationals for the Australian rugby team. He captained the Wallabies in 1972 and was the leader of the team that toured England and Wales in 1973. Mr Sullivan holds a Bachelor of Science (Physical Education) degree from the University of NSW (Wollongong).
Virginia Davis Wilmerding
Committees:
Ms Virginia Davis Wilmerding, aged 55, was appointed as an Independent Non-executive Director of the Company with effect from April 9, 2021. Ms Wilmerding received an A.B. degree in East Asian Studies, summa cum laude, from Princeton University. She speaks fluent conversational Mandarin and can read and write Chinese.
An American now based in New York, Ms Wilmerding spent two-thirds of her career to date based in Greater China. She is currently a Partner at FGS Global, a strategic communications advisory firm and KKR portfolio company with 31 offices worldwide, recently formed by the combination of Finsbury, Hering Schuppener, The Glover Park Group and Sard Verbinnen. Prior to joining FGS Global in 2020, Ms Wilmerding was a Partner at Brunswick Group, where she helped drive dramatic growth in the Asia business from 2010 to 2020.
As a reputational risk advisor who has worked with some of the biggest listed companies in Asia, the U.S. and Europe, Ms Wilmerding offers the Board broad geopolitical risk, sustainability and critical issues expertise, as well as a deep knowledge of public company transactions, investor and proxy advisor expectations, and regulatory matters. Her recent experience working with global technology clients, including advising on IPOs and M&A, ESG reporting and governance practices, and her current advisory of Asian clients on public affairs matters in the U.S., are particularly valuable to the Board.
Ms Wilmerding’s early experience in Asia in the 1990s included business development, operations and logistics roles for CK Hutchison and Nokia (formerly Lucent Technologies). She also headed corporate affairs for U.S. private equity-backed Internet services companies in Boston.
Ms Wilmerding was a Board Trustee of the Princeton in Asia Foundation from 1997-2021, where she served on the Board’s executive, nominating and governance, and development committees. In 2022, Ms Wilmerding earned the CFA Institute Certificate in ESG Investing and in 2021, she earned the Financial Times Level 7 Non-Executive Director Diploma, a formally accredited, post-graduate qualification for non-executive directors. She was a founding steering committee member of the 30% Club Hong Kong. Ms Wilmerding is a Member of the National Association of Corporate Directors (NACD), Women Corporate Directors (WCD), the National Committee on U.S. China Relations, and the U.S. China Business Council.
An American now based in New York, Ms Wilmerding spent two-thirds of her career to date based in Greater China. She is currently a Partner at FGS Global, a strategic communications advisory firm and KKR portfolio company with 31 offices worldwide, recently formed by the combination of Finsbury, Hering Schuppener, The Glover Park Group and Sard Verbinnen. Prior to joining FGS Global in 2020, Ms Wilmerding was a Partner at Brunswick Group, where she helped drive dramatic growth in the Asia business from 2010 to 2020.
As a reputational risk advisor who has worked with some of the biggest listed companies in Asia, the U.S. and Europe, Ms Wilmerding offers the Board broad geopolitical risk, sustainability and critical issues expertise, as well as a deep knowledge of public company transactions, investor and proxy advisor expectations, and regulatory matters. Her recent experience working with global technology clients, including advising on IPOs and M&A, ESG reporting and governance practices, and her current advisory of Asian clients on public affairs matters in the U.S., are particularly valuable to the Board.
Ms Wilmerding’s early experience in Asia in the 1990s included business development, operations and logistics roles for CK Hutchison and Nokia (formerly Lucent Technologies). She also headed corporate affairs for U.S. private equity-backed Internet services companies in Boston.
Ms Wilmerding was a Board Trustee of the Princeton in Asia Foundation from 1997-2021, where she served on the Board’s executive, nominating and governance, and development committees. In 2022, Ms Wilmerding earned the CFA Institute Certificate in ESG Investing and in 2021, she earned the Financial Times Level 7 Non-Executive Director Diploma, a formally accredited, post-graduate qualification for non-executive directors. She was a founding steering committee member of the 30% Club Hong Kong. Ms Wilmerding is a Member of the National Association of Corporate Directors (NACD), Women Corporate Directors (WCD), the National Committee on U.S. China Relations, and the U.S. China Business Council.
Andrew Philip Roberts
Committees:
Mr Andrew Philip Roberts, aged 68, was appointed as an Independent Non-executive Director of the Company with effect from January 1, 2024. Mr Roberts is a qualified chartered accountant of the Institute of England and Wales who obtained a BA (Honours) degree in Economics from the University of Manchester. Following his qualification, Mr Roberts gained extensive experience working as an auditor with the global auditing firm of Deloitte during his formative professional years. From 1993 onwards until 2012, Mr Roberts held senior leadership positions in finance at the Anglo-Dutch conglomerate, Shell Group, which included the following appointments: Executive Vice President of Finance in Shell Trading London, Chair of the Supervisory Board in Shell Asset Management, Executive Vice President of Finance in Shell Gas and Power, Executive Vice President of Finance in Shell Retail, Executive Vice President of Finance in Shell Trading North America, Shell Trading Controller and Compliance Officer. His responsibilities whilst at the Shell Group included strategy, planning, corporate governance, compliance, regulatory, risk management and treasury functions and also overall supervision and management of a large global finance team of 430 officers located in overseas offices. Mr Roberts brought a wealth of experience to these roles, exemplifying a demonstrable ability to strategize, plan and successfully operationalize broad and complex portfolios within a robust risk, control and compliance framework.
In addition, Mr Roberts’ most recent role was Chief Financial Officer at Shelf Drilling in Dubai where he developed the finance, treasury, tax, internal audit function and associated IT systems with operations in multiple countries pre-IPO.
In addition, Mr Roberts’ most recent role was Chief Financial Officer at Shelf Drilling in Dubai where he developed the finance, treasury, tax, internal audit function and associated IT systems with operations in multiple countries pre-IPO.
Karen Ka Fai Ng
Committee:
Ms. Karen Ka Fai Ng, aged 44, was appointed as an Independent Non-executive Director of the Company with effect from October 7, 2024. Ms Ng holds a Bachelor of Science degree in Electrical Engineering & Computer Science from Massachusetts Institute of Technology, Cambridge and has extensive experience in finance and investment.
Ms Ng is currently a Non-executive Director of Gold Peak Technology Group Limited, a battery and electronics manufacturer, which is listed on the Stock Exchange of Hong Kong Limited. In addition, she is the Chief Operating Officer of GRST Holdings Limited, a 2023 Earthshot Prize winning Li-ion battery materials and technology company. Prior to joining Gold Peak and GRST, Ms Ng managed transactions in Asia Pacific for leading financial institutions including J.P. Morgan Securities (Asia Pacific) Limited and Bain Capital Credit and has more than 10 years experience in finance and investments in the region. Ms Ng is also a Trustee of WYNG Foundation, a privately-funded foundation focused on the mental, physical, social and cultural well-being of Hong Kong people. She is also the current president of the MIT Club of Hong Kong and advisory board member of the MIT Hong Kong Innovation Node.
Ms Ng is currently a Non-executive Director of Gold Peak Technology Group Limited, a battery and electronics manufacturer, which is listed on the Stock Exchange of Hong Kong Limited. In addition, she is the Chief Operating Officer of GRST Holdings Limited, a 2023 Earthshot Prize winning Li-ion battery materials and technology company. Prior to joining Gold Peak and GRST, Ms Ng managed transactions in Asia Pacific for leading financial institutions including J.P. Morgan Securities (Asia Pacific) Limited and Bain Capital Credit and has more than 10 years experience in finance and investments in the region. Ms Ng is also a Trustee of WYNG Foundation, a privately-funded foundation focused on the mental, physical, social and cultural well-being of Hong Kong people. She is also the current president of the MIT Club of Hong Kong and advisory board member of the MIT Hong Kong Innovation Node.
Terms of Reference – Remuneration Committee
The Remuneration Committee has been established to assist the Board in developing and administering a fair and transparent procedure for setting policy on the remuneration of directors and senior management of the Company and for determining their remuneration packages and to review and oversee the Company's overall human resources strategy.
Nomination Committee
The Nomination Committee aims to ensure a fair and transparent process of Board appointments, and in particular, to assist the Board to identify suitably qualified candidates and make recommendations for consideration of the Board and shareholders. In their recommendations, the Nomination Committee considers factors including, but not limited to, ethics, professional knowledge, integrity, industry experience and personal skills as well as the ability to contribute sufficient time and attention to the Board when considering suitable candidates of Directors.
The Nomination Committee is formed by one Executive Director and five Independent Non-executive Directors:
The Nomination Committee is formed by one Executive Director and five Independent Non-executive Directors:
Horst Julius Pudwill
Responsibilities:
- Group Executive Director
- Strategic Planning
- Operational Development
Committee:
Mr Horst Julius Pudwill, aged 80, is Chairman of TTI, a position he has held since he jointly founded the Group in 1985. Until 2008, he also served as Chief Executive Officer. As Chairman, Mr Pudwill focuses on the strategic planning and development of the Group and continues to have oversight of the operations, with the Chief Executive Officer reporting directly to him. Mr Pudwill has extensive experience in international trade, business and commerce. Mr Pudwill is also a director of Sunning Inc. which has an interest in the equity of the Company.
Mr Pudwill holds a Master of Science Degree in Engineering and a General Commercial Degree.
Mr Pudwill is the father of Mr Stephan Horst Pudwill, Vice Chairman and Group Executive Director.
Mr Pudwill holds a Master of Science Degree in Engineering and a General Commercial Degree.
Mr Pudwill is the father of Mr Stephan Horst Pudwill, Vice Chairman and Group Executive Director.
Robert Hinman Getz
Committees:
Mr Robert Hinman Getz, aged 62, was appointed as an Independent Non-executive Director of the Company with effect from January 1, 2020. Mr Getz has over 35 years of experience as a private equity investor and advisor. He has extensive experience in private and public equity and debt transactions, international mergers and acquisitions and in advising companies on strategic opportunities and operations. Mr Getz holds a Master of Business Administration Degree in Finance from New York University, and a Bachelor of Arts Degree in International Relations, cum laude, from Boston University.
Mr Getz currently serves as the Founder and Managing Partner of Pecksland Capital, a private investment and advisory firm since 2016. Mr Getz previously served as Co-Founder and Managing Director of Cornerstone Equity Investors, a New York based private equity concern, from 1996 to 2016. Before the formation of Cornerstone in 1996, Mr Getz served as a Managing Director and Partner of Prudential Equity Investors and its predecessor firm Prudential Venture Capital.
Mr Getz has served as a Director of numerous United States and international public and private companies in the technology, manufacturing, finance, and metals and mining sectors. Mr Getz currently serves as a Non-executive Director of Ero Copper Corp. (ERO:TSE), a public Brazilian copper and gold mining production and exploration company. He also previously served as the Non-executive Chairman of the Board of Directors of Haynes International, Inc. (HAYN:NSDQ), a public United States-based integrated developer and producer of specialty alloys primarily for use in the aerospace industry until its acquisition by North America Stainless in November 2024; and a Non-Executive Director of Newmarket Gold Inc., a public Australian gold mining and exploration company prior to its acquisition by Kirkland Lake Gold in 2017. Mr Getz is a member of the National Association of Corporate Directors.
Mr Getz currently serves as the Founder and Managing Partner of Pecksland Capital, a private investment and advisory firm since 2016. Mr Getz previously served as Co-Founder and Managing Director of Cornerstone Equity Investors, a New York based private equity concern, from 1996 to 2016. Before the formation of Cornerstone in 1996, Mr Getz served as a Managing Director and Partner of Prudential Equity Investors and its predecessor firm Prudential Venture Capital.
Mr Getz has served as a Director of numerous United States and international public and private companies in the technology, manufacturing, finance, and metals and mining sectors. Mr Getz currently serves as a Non-executive Director of Ero Copper Corp. (ERO:TSE), a public Brazilian copper and gold mining production and exploration company. He also previously served as the Non-executive Chairman of the Board of Directors of Haynes International, Inc. (HAYN:NSDQ), a public United States-based integrated developer and producer of specialty alloys primarily for use in the aerospace industry until its acquisition by North America Stainless in November 2024; and a Non-Executive Director of Newmarket Gold Inc., a public Australian gold mining and exploration company prior to its acquisition by Kirkland Lake Gold in 2017. Mr Getz is a member of the National Association of Corporate Directors.
Johannes-Gerhard Hesse
Committees:
Mr Johannes-Gerhard Hesse (commonly known as Hans-Gerd Hesse), aged 65, was appointed as an Independent Non-executive Director of the Company with effect from October 1, 2016. Mr Hesse holds a graduate degree in Business Administration from the University of Cologne and has acquired extensive business management, strategy, leadership and corporate governance experience in Europe and Asia.
Mr Hesse’s professional career turned global in 1988 when joining RJ Reynolds International, a division of RJR Nabisco Inc., where he henceforth held market research and marketing positions in Germany, its regional headquarters in Switzerland and the Czech Republic. In 1996 he was appointed General Manager Hungary and in 1998 Regional Vice President Marketing for the Commonwealth of Independent States & Baltics (i.e. former Soviet Union). In 1999, JT International, a division of Japan Tobacco Inc. (“JTI”), appointed Mr Hesse as General Manager Singapore, Philippines & Australasia. He became Vice President & General Manager China in 2002 and served simultaneously as Vice Chairman on the board of directors of China American Cigarette Co. JV in Xiamen. In 2003 followed his appointment to Vice President Corporate Strategy at JTI’s global headquarters. In 2007, Mr Hesse joined JTI’s Executive Committee as Regional President Asia Pacific based in Hong Kong, holding concurrently governance and board director responsibilities in affiliates of the JTI Group of Companies in Asia. He retired from these positions before the end of 2010. From 2011 onwards, Mr Hesse started to develop his proprietary investment holding and business advisory company.
Mr Hesse’s professional career turned global in 1988 when joining RJ Reynolds International, a division of RJR Nabisco Inc., where he henceforth held market research and marketing positions in Germany, its regional headquarters in Switzerland and the Czech Republic. In 1996 he was appointed General Manager Hungary and in 1998 Regional Vice President Marketing for the Commonwealth of Independent States & Baltics (i.e. former Soviet Union). In 1999, JT International, a division of Japan Tobacco Inc. (“JTI”), appointed Mr Hesse as General Manager Singapore, Philippines & Australasia. He became Vice President & General Manager China in 2002 and served simultaneously as Vice Chairman on the board of directors of China American Cigarette Co. JV in Xiamen. In 2003 followed his appointment to Vice President Corporate Strategy at JTI’s global headquarters. In 2007, Mr Hesse joined JTI’s Executive Committee as Regional President Asia Pacific based in Hong Kong, holding concurrently governance and board director responsibilities in affiliates of the JTI Group of Companies in Asia. He retired from these positions before the end of 2010. From 2011 onwards, Mr Hesse started to develop his proprietary investment holding and business advisory company.
Virginia Davis Wilmerding
Committees:
Ms Virginia Davis Wilmerding, aged 55, was appointed as an Independent Non-executive Director of the Company with effect from April 9, 2021. Ms Wilmerding received an A.B. degree in East Asian Studies, summa cum laude, from Princeton University. She speaks fluent conversational Mandarin and can read and write Chinese.
An American now based in New York, Ms Wilmerding spent two-thirds of her career to date based in Greater China. She is currently a Partner at FGS Global, a strategic communications advisory firm and KKR portfolio company with 31 offices worldwide, recently formed by the combination of Finsbury, Hering Schuppener, The Glover Park Group and Sard Verbinnen. Prior to joining FGS Global in 2020, Ms Wilmerding was a Partner at Brunswick Group, where she helped drive dramatic growth in the Asia business from 2010 to 2020.
As a reputational risk advisor who has worked with some of the biggest listed companies in Asia, the U.S. and Europe, Ms Wilmerding offers the Board broad geopolitical risk, sustainability and critical issues expertise, as well as a deep knowledge of public company transactions, investor and proxy advisor expectations, and regulatory matters. Her recent experience working with global technology clients, including advising on IPOs and M&A, ESG reporting and governance practices, and her current advisory of Asian clients on public affairs matters in the U.S., are particularly valuable to the Board.
Ms Wilmerding’s early experience in Asia in the 1990s included business development, operations and logistics roles for CK Hutchison and Nokia (formerly Lucent Technologies). She also headed corporate affairs for U.S. private equity-backed Internet services companies in Boston.
Ms Wilmerding was a Board Trustee of the Princeton in Asia Foundation from 1997-2021, where she served on the Board’s executive, nominating and governance, and development committees. In 2022, Ms Wilmerding earned the CFA Institute Certificate in ESG Investing and in 2021, she earned the Financial Times Level 7 Non-Executive Director Diploma, a formally accredited, post-graduate qualification for non-executive directors. She was a founding steering committee member of the 30% Club Hong Kong. Ms Wilmerding is a Member of the National Association of Corporate Directors (NACD), Women Corporate Directors (WCD), the National Committee on U.S. China Relations, and the U.S. China Business Council.
An American now based in New York, Ms Wilmerding spent two-thirds of her career to date based in Greater China. She is currently a Partner at FGS Global, a strategic communications advisory firm and KKR portfolio company with 31 offices worldwide, recently formed by the combination of Finsbury, Hering Schuppener, The Glover Park Group and Sard Verbinnen. Prior to joining FGS Global in 2020, Ms Wilmerding was a Partner at Brunswick Group, where she helped drive dramatic growth in the Asia business from 2010 to 2020.
As a reputational risk advisor who has worked with some of the biggest listed companies in Asia, the U.S. and Europe, Ms Wilmerding offers the Board broad geopolitical risk, sustainability and critical issues expertise, as well as a deep knowledge of public company transactions, investor and proxy advisor expectations, and regulatory matters. Her recent experience working with global technology clients, including advising on IPOs and M&A, ESG reporting and governance practices, and her current advisory of Asian clients on public affairs matters in the U.S., are particularly valuable to the Board.
Ms Wilmerding’s early experience in Asia in the 1990s included business development, operations and logistics roles for CK Hutchison and Nokia (formerly Lucent Technologies). She also headed corporate affairs for U.S. private equity-backed Internet services companies in Boston.
Ms Wilmerding was a Board Trustee of the Princeton in Asia Foundation from 1997-2021, where she served on the Board’s executive, nominating and governance, and development committees. In 2022, Ms Wilmerding earned the CFA Institute Certificate in ESG Investing and in 2021, she earned the Financial Times Level 7 Non-Executive Director Diploma, a formally accredited, post-graduate qualification for non-executive directors. She was a founding steering committee member of the 30% Club Hong Kong. Ms Wilmerding is a Member of the National Association of Corporate Directors (NACD), Women Corporate Directors (WCD), the National Committee on U.S. China Relations, and the U.S. China Business Council.
Caroline Christina Kracht
Committees:
Ms Caroline Christina Kracht, aged 52, was appointed as an Independent Non-executive Director of the Company with effect from March 7, 2022. Ms Kracht is an expert adviser to boards and top management teams on business strategy and corporate finance, mergers and acquisitions, as well as capital markets. She holds a Master Degree in Management (with distinction), the German university degree of Diplom-Kauffrau and a French Diplôme de Grande Ecole from ESCP Business School. Ms Kracht also attended the Advanced Management Program at the Harvard Business School.
Ms Kracht is a co-founder and partner of MoreThan Capital, a Luxembourg based global investment and advisory firm founded, backed, and powered by a global community of business leaders, focused on investing in and helping companies on the verge of scaling-up enter new markets and transform from start-ups into mature businesses. She is also a sector expert in financial services, energy (oil and gas, power, renewables), industrials, chemicals, and other natural resources with global experience working in Asia (PRC, India, Indonesia, Japan, Malaysia, South Korea, Thailand), Europe (Germany, France, UK, Switzerland) and North America (Canada, U.S.).
Ms Kracht was the head of investment banking (Asia-Pacific) and a member of Scotiabank’s Asia-Pacific executive team for Scotiabank from 2016 to 2020. She joined Scotiabank in Hong Kong as managing director responsible for energy investment banking across Asia-Pacific in 2011. Prior to this, Ms Kracht spent 13 years with Morgan Stanley with increasingly senior positions in investment banking and firm management in London, San Francisco, Frankfurt and Hong Kong. During Ms Kracht’s 22-year career at Scotiabank and Morgan Stanley, the executive management expertise she has gained is directly relevant to strategy, audit, risk and compliance, nomination and remuneration, and ethics committees. She speaks fluent English, German and French.
Ms Kracht is a founder and board director of GJWHF Ltd., a Hong Kong non-profit organization on the economic empowerment of women. She was a member of the advisory board of the Mentoring Programme for Women Leaders of The Women’s Foundation (TWF), a Hong Kong non-profit organization dedicated to challenging stereotypes, empowering women in poverty and growing the number of women in leadership positions.
Ms Kracht is a co-founder and partner of MoreThan Capital, a Luxembourg based global investment and advisory firm founded, backed, and powered by a global community of business leaders, focused on investing in and helping companies on the verge of scaling-up enter new markets and transform from start-ups into mature businesses. She is also a sector expert in financial services, energy (oil and gas, power, renewables), industrials, chemicals, and other natural resources with global experience working in Asia (PRC, India, Indonesia, Japan, Malaysia, South Korea, Thailand), Europe (Germany, France, UK, Switzerland) and North America (Canada, U.S.).
Ms Kracht was the head of investment banking (Asia-Pacific) and a member of Scotiabank’s Asia-Pacific executive team for Scotiabank from 2016 to 2020. She joined Scotiabank in Hong Kong as managing director responsible for energy investment banking across Asia-Pacific in 2011. Prior to this, Ms Kracht spent 13 years with Morgan Stanley with increasingly senior positions in investment banking and firm management in London, San Francisco, Frankfurt and Hong Kong. During Ms Kracht’s 22-year career at Scotiabank and Morgan Stanley, the executive management expertise she has gained is directly relevant to strategy, audit, risk and compliance, nomination and remuneration, and ethics committees. She speaks fluent English, German and French.
Ms Kracht is a founder and board director of GJWHF Ltd., a Hong Kong non-profit organization on the economic empowerment of women. She was a member of the advisory board of the Mentoring Programme for Women Leaders of The Women’s Foundation (TWF), a Hong Kong non-profit organization dedicated to challenging stereotypes, empowering women in poverty and growing the number of women in leadership positions.
Stephen Tsi Chuen Wong
Committee:
Mr. Stephen Tsi Chuen Wong, aged 57, was appointed as an Independent Non-executive Director of the Company with effect from October 7, 2024. Mr Wong holds a Bachelor of Arts Degree in Economics, cum laude, from Hobart and William Smith Colleges, and a Juris Doctorate Degree from Stanford Law School. He has extensive experience in investment banking, particularly with equity, equity-linked, debt and structured financings in Asia and the U.S. as well as international mergers and acquisitions.
Mr Wong currently serves as a managing partner and member of the investment committee at Valley Capital Partners, a leading Silicon Valley-based venture capital firm recognized for their early-stage investments in transformative enterprise technology, next generation cybersecurity, AI transformation of businesses, and breakthrough innovation in collaboration tools, SaaS, and workflow technology. Mr Wong previously served as a managing director, co-head of the Real Estate Group in Asia ex-Japan and chairman of Hong Kong investment banking at Goldman Sachs. During Mr Wong’s 19-year tenure at Goldman Sachs, he led the firm’s coverage of some of the most prominent clients in Asia and the U.S., including global financial sponsor firms and leading companies within the largest industry sectors. He also helped build the leading market share for the firm’s franchises in Hong Kong, China and real estate investment banking in Asia ex-Japan. Mr Wong also served on the investment banking operating committee for Asia ex-Japan, was the division’s captain for the OneGS cross divisional platform and served as Senior Champion for the division’s recruiting and mentorship program. In 2020, Mr Wong was the recipient of the firm’s prestigious John L. Weinberg Award.
Prior to joining Goldman Sachs, Mr Wong was an executive director and chief of staff for the Equity Capital Markets Group for Asia ex-Japan at Morgan Stanley in Hong Kong from 1997 to 2003. In addition, Mr Wong serves as a member of the Board of Trustees of Hobart and William Smith Colleges, New York, a member of the Board of Directors of The Jackie Robinson Foundation, New York, and is a published author of three books on historical baseball collectibles by Smithsonian Books, Washington D.C.
Mr Wong currently serves as a managing partner and member of the investment committee at Valley Capital Partners, a leading Silicon Valley-based venture capital firm recognized for their early-stage investments in transformative enterprise technology, next generation cybersecurity, AI transformation of businesses, and breakthrough innovation in collaboration tools, SaaS, and workflow technology. Mr Wong previously served as a managing director, co-head of the Real Estate Group in Asia ex-Japan and chairman of Hong Kong investment banking at Goldman Sachs. During Mr Wong’s 19-year tenure at Goldman Sachs, he led the firm’s coverage of some of the most prominent clients in Asia and the U.S., including global financial sponsor firms and leading companies within the largest industry sectors. He also helped build the leading market share for the firm’s franchises in Hong Kong, China and real estate investment banking in Asia ex-Japan. Mr Wong also served on the investment banking operating committee for Asia ex-Japan, was the division’s captain for the OneGS cross divisional platform and served as Senior Champion for the division’s recruiting and mentorship program. In 2020, Mr Wong was the recipient of the firm’s prestigious John L. Weinberg Award.
Prior to joining Goldman Sachs, Mr Wong was an executive director and chief of staff for the Equity Capital Markets Group for Asia ex-Japan at Morgan Stanley in Hong Kong from 1997 to 2003. In addition, Mr Wong serves as a member of the Board of Trustees of Hobart and William Smith Colleges, New York, a member of the Board of Directors of The Jackie Robinson Foundation, New York, and is a published author of three books on historical baseball collectibles by Smithsonian Books, Washington D.C.