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 optimise return for shareholders.
The Board has established three Board committees to strengthen its functions and corporate governance practices, namely, audit committee (the “Audit Committee”), nomination committee (the “Nomination Committee”) and remuneration committee (the “Remuneration 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.
The Nomination Committee comprises one executive Director and two independent non-executive Directors, namely Mr. Wang Xiaodong (chairman), Professor Shen Zuojun 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.
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.
List of Directors and their Roles and Functions
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 2021.