董事会
The Board
董事会成员多元化政策
董事会于2013年8月采纳董事会成员多元化政策。董事会成员多元化可透过考虑多项因素而达致,包括但不限于性别、年龄、文化及教育背景,或适用于本公司经营模式及特定需要的专业经验。
提名委员会将:
每年讨论、协议及审阅为达成董事会成员多元化之所有可计量目标,并建议董事会采纳;
每年于本公司年报之企业管治报告内汇报该政策之概要、执行该政策之可计量目标及达标进度;
审阅相关政策,确保有关政策之效用,并就可能须作出之任何修订进行商讨,以及向董事会建议该等修订,以供其考虑及批淮。
Board Diversity Policy
The board of directors adopted a diversity policy for board members in August 2013. The diversity of board members can be achieved by considering multiple factors, including but not limited to gender, age, cultural and educational background, or professional experience applicable to the company's business model and specific needs.
The Nomination Committee will:
Annual discussions, agreements, and reviews are conducted to achieve all measurable goals of diversity in the board of directors, and recommendations are made for adoption by the board of directors;
Report an overview of the policy, measurable targets for implementing the policy, and progress towards achieving the target in the corporate governance report of our company's annual report every year;
Review relevant policies, ensure their effectiveness, discuss any revisions that may need to be made, and recommend such revisions to the board of directors for their consideration and approval.
董事会职责
董事会负责本集团业务之整体管理,透过引领方向及监督本集团事务,肩负起领导及监控本集团之责任,同时促使本集团迈向成功。全体董事均以本集团之最佳利益为依归,客观地作出决定。
董事会对本公司所有主要事务负责,包括:编製账目、批淮及监督所有政策事务、整体策略、风险管理及内部监控体系、董事之委任及退任及其他重要财务及营运事宜。董事会定期检讨董事就履行对本公司之责任须作出之贡献,以及彼是否投入充足时间履行本身责任。
执行董事负责监督本集团业务之日常管理及实施董事会制定之策略。非执行董事及独立非执行董事参与董事会会议以为董事会带来彼等之专业知识及经验。此外,独立非执行董事加入审核、薪酬、提名及企业管治委员会,以就策略、政策、表现、问责性、资源、主要任命、行为准则及潜在利益冲突(如有)提出独立意见。
Responsibilities and Duties
The board of directors is responsible for the overall management of the group's business, leading and supervising the group's affairs, shouldering the responsibility of leading and monitoring the group, and promoting the group's success. All directors make decisions objectively based on the best interests of the group.
The board of directors is responsible for all major affairs of the company, including preparing accounts, approving and supervising all policy matters, overall strategy, risk management and internal control system, appointment and retirement of directors, and other important financial and operational matters. The board of directors regularly reviews the contributions that directors need to make in fulfilling their responsibilities to the company, as well as whether they have invested sufficient time in fulfilling their own responsibilities.
The Executive Director is responsible for overseeing the daily management of the Group's business and implementing the strategies formulated by the Board of Directors. Non executive directors and independent non-executive directors participate in board meetings to bring their professional knowledge and experience to the board. In addition, independent non-executive directors join the review, compensation, nomination, and corporate governance committees to provide independent opinions on strategy, policies, performance, accountability, resources, key appointments, code of conduct, and potential conflicts of interest (if any).
董事持续专业发展
全体董事应时刻了解彼等作为董事的责任及本公司的业务和活动。公司秘书持续向全体董事提供有关上市规则及其他适用监管规定的最新发展消息,以确保全体董事遵守有关规则及规定,并鼓励全体董事出席与彼等可能需要了解的法律、法规及营商环境最新变动情况有关的培训课程及研讨会。
Continuous Professional Development for Directors
All directors should always be aware of their responsibilities as directors and the business and activities of the company. The company secretary continues to provide all directors with the latest developments regarding the listing rules and other applicable regulatory requirements to ensure compliance with the relevant rules and regulations, and encourages all directors to attend training courses and seminars related to the latest changes in laws, regulations, and business environment that they may need to understand.