The Board of Directors and management of the Group are committed to establishing sound corporate governance practices and procedures. Maintaining high standards of business ethics and corporate governance has always been a priority for the Group. The Board believes that high-level corporate governance is crucial in providing a framework for safeguarding the interests of the company's shareholders, enhancing corporate value, and ensuring accountability.
The Group is led by the Board of Directors, which focuses on formulating overall strategies, approving development plans and budgets, supervising financial and operational performance, reviewing the effectiveness of internal controls and risk management systems, overseeing and addressing the performance of the Group's management, and establishing pricing principles and guidelines. The Board authorizes management to handle the Group's daily management and operations. The Board regularly reviews its delegated functions to ensure they meet the Group's needs.
The Board is responsible for executing corporate governance functions, including (i) developing and reviewing corporate policies, practices, and governance and providing recommendations to the Board; (ii) reviewing and overseeing the training and continuous professional development of directors and senior management; (iii) reviewing and overseeing compliance with statutory and regulatory requirements and corporate governance principles and disclosure in corporate governance reports; and (iv) developing, reviewing, and overseeing codes of conduct and compliance manuals for employees and directors.
The Group recognizes that increasing the diversity of the Board of Directors contributes to achieving strategic objectives and sustainable development. The Group actively promotes gender diversity at all levels, including the Board of Directors and senior management. Currently, there is one female member on the Board of Directors and in senior management. To implement the diversity policy for the Board of Directors, the Group has adopted measurable objectives, including:
1. compliance with listing rules regarding board composition
2. having at least one-third of independent non-executive directors
3. ensuring that at least one independent non-executive director possesses appropriate professional qualifications or knowledge of accounting or relevant financial management
4. ensuring that the Board of Directors has at least one member of each gender to achieve gender diversity at the board level.
The Nominating Committee believes that the Group has achieved the measurable objectives under the diversity policy for the Board of Directors.
The ESG Committee is primarily responsible for supporting the Board of Directors in formulating environmental, social, and governance policies and strategies, conducting significant assessments of environmental, climate-related, and social-related risks, evaluating the implementation of environmental, social, and governance strategies, and continuously monitoring progress in environmental, social, and governance matters, the implementation of relevant risk and responsibility measures, and updating policies and strategies annually.
The ESG Committee will collaborate with senior management to conduct significant assessments to identify and prioritize significant environmental, social, and governance matters. Significant assessments provide guidance and blueprints for the Group's environmental, social, and governance strategies. The ESG Committee will work with external consultants to establish risk management and internal control systems, such as developing policies and plans to manage and mitigate environmental, social, and governance risks. It will establish performance standards and targets for climate-related performance and assist the Board of Directors in assessing the effectiveness of environmental, social, and governance strategies and measures.
The Board of Directors is responsible for ensuring that the Group has established and maintained risk management and internal control systems and for reviewing the adequacy and effectiveness of such systems. Management is responsible for designing, implementing, and monitoring these systems and managing risks.
The Group has established robust risk management and internal control systems to achieve strategic objectives and protect shareholder investments and the company's assets. The design of these systems is aimed at managing rather than eliminating risks to achieving strategic objectives, so they can only provide reasonable, not absolute, assurance regarding material misstatements and losses.
The Board of Directors is fully responsible for the Group's risk management and internal control systems. With the assistance of the Audit Committee, the Board continuously monitors the risks faced by the Group, supervises management actions, and oversees the overall effectiveness of risk management and internal control systems. Management is responsible for designing, implementing, and maintaining internal controls. The monitoring guidelines necessary for the operation of business entities are constituted by various policies and procedures, which cover operations, financial accounting, human resources, regulatory compliance, and delegation of authority.
The Board is responsible for maintaining appropriate and effective risk management and internal control systems and, with the assistance of the Audit Committee, annually reviewing the effectiveness of these systems. Key and major business units are required to conduct annual self-assessments of monitoring effectiveness. The self-assessment is conducted in the form of a questionnaire, which contains key risks and corresponding monitoring procedures for key business processes.
