Financial Commitments and Investments - As of December 31, 2022, the Group had commitments contracted but not yet provided for amounting to approximately RMB114.2 million, an increase from RMB86.3 million in 2021, related to the acquisition of property, plant, and equipment [24]. - The Group's capital commitment for authorized but not contracted amounts to approximately RMB401.8 million, up from RMB214.3 million in 2021, also related to property, plant, and equipment [24]. - The Group is continuously upgrading or replacing outdated production facilities to secure sustainable business development and has sufficient financial resources to meet present commitments and working capital requirements [23]. - The Group has increased investment in research and development to strengthen its product portfolio and improve product quality, with new products in the pipeline showing good market potential [19]. Governance and Compliance - The Company has adopted the principles and complied with the requirements set out in the Corporate Governance Code throughout the financial year ended 31 December 2022 [57]. - The Company has committed to maintaining high standards of business ethics and corporate governance across all its activities and operations [69]. - The Board comprises three executive Directors and three independent non-executive Directors, ensuring a balanced composition with relevant expertise for the Group's operations [85]. - The Board has reviewed and updated various policies including corporate governance, risk management, and anti-corruption policies during the year [79]. - The Company has received annual confirmations of independence from each of the independent non-executive Directors [63]. - The Company maintains good corporate governance practices and procedures to ensure proper functioning of the Board [110]. Board Structure and Responsibilities - The Board is collectively responsible for promoting the success of the Company and regularly reviews performance against predetermined targets and budgets [77]. - The Board has delegated day-to-day operational responsibilities to management under the supervision of the general manager [77]. - The Board consists of at least one-third INEDs, ensuring independent judgment on key issues [91]. - The Nomination Committee reviews the independence of INEDs annually based on Listing Rules criteria [91]. - Directors have access to external independent professional advice and can be reimbursed for related professional fees [91]. - The Board reviews the effectiveness of governance mechanisms annually to ensure independent views are available [91]. Audit and Risk Management - The Audit Committee, comprising three Independent Non-Executive Directors, ensures the Group's financial statements comply with accounting standards and the Listing Rules [112]. - The Audit Committee reviewed the financial statements for the year ended December 31, 2022, and found no unusual items omitted from the financial statements [115]. - The Audit Committee confirmed that the accounting policies and practices adopted by the Group are in accordance with the current best practices in Hong Kong [115]. - The internal audit department is responsible for ensuring the execution of internal control procedures and compliance monitoring [185]. - The Group aims to identify, manage, and mitigate key risks affecting its main business activities [184]. - The Board reviews the effectiveness of the internal control and risk management systems at least annually, finding them effective and adequate [194]. Remuneration and Director Emoluments - The Directors' emoluments will be reviewed by the Remuneration Committee based on the Group's operating results and market statistics [65]. - The Remuneration Committee reviewed the remuneration packages for all Directors and Senior Management, considering the Group's operating results and achieved corporate objectives [124]. - The remuneration policy aims to link compensation for Directors and Senior Management with performance against corporate objectives, including basic salary, benefits, discretionary bonuses, and share options [131]. - The majority of the Remuneration Committee members are Independent Non-Executive Directors (INEDs), ensuring a level of independence in decision-making [121]. - The remuneration of non-executive Directors includes directors' fees, which are subject to annual assessment based on market standards [128]. Safety and Environmental Protection - The Safety and Environmental Protection Committee reviewed the effectiveness of safety and environmental projects conducted during the year and identified potential projects for future implementation [177]. - The committee is responsible for formulating the Group's overall safety and environmental protection policy and ensuring compliance with relevant regulations [176]. - The Group's safety and environmental production operating system is aimed at enhancing operational effectiveness and reducing risks [178]. Gender Diversity and Inclusion - As of December 31, 2022, females accounted for only 17.0% of the Group's workforce, while males accounted for 83.0% [153]. - The Group has no measurable objective for achieving gender equality in the workplace, focusing recruitment on individual capability instead of gender [153]. - An additional female INED is proposed for election at the 2023 Annual General Meeting to meet the revised Measurable Objectives [152]. - The Group's recruitment principle is based on individual capability rather than gender [153].
天德化工(00609) - 2022 - 年度财报