Corporate Governance Practices
The Group is committed to maintaining and upholding guidelines and procedures for stringent corporate governance. The principle of the Group’s corporate governance is to promote effective internal control measures and to increase the transparency and accountability of the Board to all shareholders.
The Group has adopted the provisions set out in the Code on Corporate Governance Practices (the “Code”) contained in Appendix 14 of the Listing Rules. The Group periodically reviews its corporate governance practices to ensure its continuous compliance with the Code.
The Group has implemented the Model Code for Directors’ Securities Transactions (the “Model Code”) as set out in Appendix 10 of the Listing Rules as its code of conduct regarding directors’ securities transactions. Directors are reminded of their obligations under the Model Code on a regular basis.
Compliance with the Code on Corporate Governance Practices
The Group has complied with the Code since the Listing.
Responsibilities of the Board
The Board is responsible for achieving the corporate goals, formulating the development strategy, regularly reviewing the organisational structure, and monitoring the business activities and the performance of management so as to protect and maximise the interests of the Group and its shareholders. Matters relating to the daily operations of the Group are delegated to the management.
The Board has a balance of skills and experience appropriate for the requirements of the Group’s business. It currently consists of nine members, including two executive Directors, three non-executive Director and four independent non-executive Directors.
The Board has established the audit committee, nomination and remuneration committee, corporate governance committee and strategy and development committee (collectively, the “Board Committees”). The Board Committees are formed with specific written terms of reference which deal with their authority and duties clearly. The Board Committees are provided with sufficient resources to discharge their duties and, upon reasonable request, are able to seek independent professional advice in appropriate circumstances, at the Company’s expenses.
The audit committee (“Audit Committee”) comprises three members who are all independent non-executive Directors, namely, Mr. Wong Chun Wa (chairman), Mr. Wen Xianjun and Mr. Shi Ketong. None of them is a member of the former or existing auditors of the Company.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprises one executive Director, namely Mr. Lu Changqing, and two independent non-executive Directors, namely Mr. Wen Xianjun (chairman) and Mr. Shi Ketong.
Corporate Governance Committee
The three members of the Corporate Governance Committee are independent non-executive directors, namely Lo Wa Kei, Roy (chairman), Wen Xianjun and Shi Ketong.
Strategy and Development Committee
The Strategy and Development Committee of the Company comprises two executive Directors, namely Mr. Lu Changqing (chairman) and Ms. Ma Qingmei, and one independent non-executive Director, namely Mr. Wen Xianjun.
The Board confirms its effective responsibility for risk management and internal control systems and audits. The system is designed to identify, analyse, assess and mitigate the risks faced by the Group's operations, and those which may affect its long-term efficiency and effectiveness. The company's risk management and internal control systems provide the company with a reasonable assurance of achieving the following objectives, and promote implementation of the company's business development strategy: