Corporate Governance

Corporate Governance

Corporate Governance Report

Minth Group' s motto is “Continuous improvement for perfection”. Since its inception, the Group has been focusing on the development of products and technical innovation. All employees are responsible and committed to their areas of expertise, and the management team strives to gain valuable experience that enables them to boost efficiency.

Since its listing on the Hong Kong Stock Exchange on 1 December 2005, Minth Group has committed to maintain and ensure a high level of corporate governance standards and to constantly develop its internal control. The Group's Investor Relations Department has been dedicated to effective communication with both Hong Kong and international investors through analysts' briefings, roadshows, reception of routine visits by the investors and analysts as well as corporate website. This ensures that investors are able to receive timely and accurate information about the latest developments of the company, thus helps to enhance the management transparency. The Corporate Governance Practices Rules of the Group include all the code provisions set out in the Code on Corporate Governance Practices (“Corporate Governance Code”) contained in Appendix 14 of the Listing Rules as well as a majority of advice on common rules.

The Board Summary & Members

To date, the Board of Directors comprises of Ms. Wei Ching Lien, Ms. Zhang Yuxia, Mr. William Chin and Ms. Xu Hailan, being executive Directors; Ms. Chin Chien Ya, being non-executive Director; and Mr. Mok Kwai Pui Bill, Mr. Tatsunobu Sako, Professor Meng Li Qiu, Mr. Chan Pak Hung and Mr. Hu Ting Wu, being independent non-executive Directors (“INEDs”).

The INEDs are considered by the Board to be independent of the management and free of any relationship that could materially interfere with the exercise of their independent judgments. The Board considers that each of the INEDs brings his own relevant expertise to the Board and its deliberations.

None of the INEDs have any business or financial interests with the Group nor do they have any relationship with other Directors. Each one has confirmed their independence to the Group.

The Board meets regularly during the year and on an ad hoc basis as required by business needs. The Board’s primary purpose is to set and review the overall strategic development of the Group and to oversee the achievement of the plans to enhance Shareholders’ value. Daily operational decisions are delegated to the Executive Directors.

Each of the Directors is up for re-election in the forthcoming annual general meeting.

The company appoints the non-executive Directors by the Board’s appointment during the year. The term of appointment shall be expired up to the forthcoming annual general meeting and can be offered for re-election in the annual general meeting.

List of Directors and Their Role and Function

Audit Committee

Audit Committee Remuneration Committee Nomination Committee Sustainability Committee

The members of the Audit Committee:

Mr. Mok Kwai Pui Bill (Chairperson)

Mr. Tatsunobu Sako

Professor Meng Li Qiu

Mr. Chan Pak Hung

Mr. Hu Ting Wu

The members of the Remuneration Committee:

Mr. Mok Kwai Pui Bill (Chairperson)

Mr. Tatsunobu Sako

Professor Meng Li Qiu

Mr. Chan Pak Hung

Mr. Hu Ting Wu

Ms. Xu Hailan

The members of the Nomination Committee:

Mr. Chan Pak Hung (Chairperson)

Mr. Mok Kwai Pui Bill

Mr. Tatsunobu Sako

Professor Meng Li Qiu

Mr. Hu Ting Wu

The members of the Sustainability Committee:

Ms. Wei Ching Lien (Chairperson)

Ms. Zhang Yuxia

Mr. William Chin

Ms. Xu Hailan

Ms. Chin Chien Ya

Mr. Mok Kwai Pui Bill

Mr. Tatsunobu Sako

Professor Meng Li Qiu

Mr. Chan Pak Hung

Mr. Hu Ting Wu

TERMS OF REFERENCE AND MODUS OPERANDI OF AUDIT COMMITTEE
TERMS OF REFERENCE AND MODUS OPERANDI OF REMUNERATION COMMITTEE
TERMS OF REFERENCE AND MODUS OPERANDI OF NOMINATION COMMITTEE

Others

  • Looking Forward
  • Model Code for Securities Transactions by Directors of Listed Issuers
  • Directors’ and Auditors’ Responsibilities for Accounts
  • Compliance with the Code on Corporate Governance Practices of the Listing Rules
  • Auditors’ Remuneration
  • Transparency and Communication

Looking Forward

The Group will keep on reviewing its corporate governance standards on a timely basis and the Board endeavors to take the necessary actions to ensure the compliance with the provisions of the Code on Corporate Governance Practices introduced by the Stock Exchange.

Model Code for Securities Transactions by Directors of Listed Issuers

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers, as set out in Appendix C3 to the Listing Rules, as the model code governing directors’ transactions in the Company’s securities (the Model Code). Following specific enquiries, the Company confirms that all directors have complied with the standards set out in the Model Code.

Directors’ and Auditors’ Responsibilities for Accounts

The directors of the Company are responsible for preparing the consolidated financial statements in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and in compliance with the disclosure requirements of the Hong Kong Companies Ordinance; for ensuring that the consolidated financial statements give a true and fair view; and for implementing the internal controls that the directors consider necessary for the preparation of the consolidated financial statements, so that the consolidated financial statements are free from material misstatements, whether due to fraud or error. The auditor’s responsibility is to express an opinion on the consolidated financial statements based on the audit and to report to all shareholders.

Compliance with the Code on Corporate Governance Practices of the Listing Rules

The Company has consistently complied with all the provisions of the Corporate Governance Code set out in Appendix C1 to the Rules Governing the Listing of Securities on the Stock Exchange (the Listing Rules).

Auditors’ Remuneration

The Company’s Audit Committee is responsible for considering the appointment of auditors and any non-audit functions performed by them, including whether such non-audit functions may have a potentially material adverse impact on the Company.

Transparency and Communication

Minth Group has always been committed to enhancing transparency in corporate governance. The latest developments and financial reports can be accessed via the Group’s website at www.minthgroup.com or contact the Invester Relations department.The Group maintains effective communication and dialogue with investors through meetings and roadshows, and encourages shareholders to contact the company at any time via email or telephone to obtain relevant information. We also invite shareholders to attend the company’s Annual General Meeting to offer their suggestions regarding the company’s development.