OVERVIEW
Shandong Hi-Speed New Energy Group Limited (the "Company", together with its subsidiaries, the "Group") (formerly known as Beijing Enterprises Clean Energy Group Limited) focuses on maintaining high standards of corporate governance in order to achieve sustainable development and enhance corporate performance. The board (the "Board") of directors of the Company (the "Directors") and the management of the Group strive for adhering to the principles of corporate governance and have adopted sound corporate governance practices to meet the legal and commercial standards, focusing on areas such as internal control, risk management, fair disclosure and accountability to all shareholders to ensure the transparency and accountability of all operations of the Group. The Company believes that effective corporate governance is an essential factor to enhance shareholders value and safeguard the interests of the Company and the shareholders as a whole. The Board will continue to review and improve the corporate governance practices of the Group from time to time to ensure that the Group is led by an effective Board in order to maximize return for shareholders.
BOARD OF DIRECTORS
The Board has established four Board committees to strengthen its functions and corporate governance practices, namely, audit committee (the "Audit Committee"), nomination committee (the "Nomination Committee"), remuneration committee (the "Remuneration Committee") and sustainability committee (the "Sustainability Committee").
Audit Committee
The Audit Committee comprises all three independent non-executive Directors, namely Mr. Victor Huang (chairman), Mr. Yang Xiangliang and Mr. Chiu Kung Chik. The members of the Audit Committee perform their roles in accordance with the written terms of reference.
The Audit Committee is mainly responsible for considering all relationships between the Company and the external auditor (including the provision of non-audit services), monitoring the integrity of the Company's financial statements and issues arising from the audit, and reviewing independently the effectiveness of the Group's financial reporting system, risk management and internal control systems whereby the Board had delegated such responsibility to the Audit Committee.
Nomination Committee
The Nomination Committee comprises one executive Director and two independent non-executive Directors, namely Mr. Li Tianzhang (chairman), Professor Qin Si Zhao and Mr. Yang Xiangliang. The members of the Nomination Committee perform their roles in accordance with the written terms of reference.
The Nomination Committee is responsible for, among other things, reviewing the structure, size and composition of the Board; and formulating policy and making recommendations to the Board on nominations, appointment and re-appointment of Directors and Board succession with reference to the Company's nomination policy and board diversity policy from time to time.
Remuneration Committee
The Remuneration Committee comprises one executive Director and two independent non-executive Directors, namely Mr. Chiu Kung Chik (chairman), Ms. Liao Jianrong and Mr. Victor Huang. The members of the Remuneration Committee perform their roles in accordance with the written terms of reference.
The Remuneration Committee adopted the operation model where it performs an advisory role to the Board and to make recommendations to the Board on the remuneration packages of Directors and senior management with the Board retaining the final authority to approve Directors' and senior management's remuneration. It is the Company's policy to offer remuneration packages which are competitive and sufficient to retain such individuals. The remuneration packages are made reference to, among others, the corporate goals, the prevailing market rate, duties, responsibilities and performance of the individual and the results of the Group. No Director is involved in decision of his/her own remuneration.
Sustainability Committee
The Sustainability Committee comprises two executive Directors, one independent non-executive Director and one senior management, namely Mr. Zhu Jianbiao (chairman), Mr. Sun Qingwei, Mr. Victor Huang and Ms. Ng Wing Yan, Claudia. The members of the Sustainability Commitee perform their roles in accordance with the written terms of reference.
The Sustainability Committee is primarily responsible for overseeing significant matters relating to sustainable development, including but not limited to environmental sustainability, implementation of environmental management policies, environmental performance improvement, carbon peak and carbon neutrality, climate change, product safety and service quality, occupational health and safety, employee training and development, diversity and inclusiveness, community support, social responsibility, privacy and data security, business ethics and corporate governance.
Statement on Diversity, Equality and Inclusiveness
Code of Business Conduct and Ethics
Statement on Occupational Health and Safety
List of Directors and their Role and Function
Procedures for Shareholders to Propose a Person for Election as a Director
Memorandum and Articles of Association
For details of the Company's corporate governance practices, please refer to the latest Corporate Governance Report 2023.
updated 2nd August, 2024
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