Gender Diversity and Board Composition - The Company has maintained a gender ratio in the workforce of approximately 40.3% male and 59.7% female as of March 31, 2024, indicating a commitment to gender diversity[16] - The Company aims to maintain an appropriate balance of gender diversity in senior management and potential successors to the Board[16] - The Board consists of nine members, including one female director, as of the end of the reporting period[15] - The Company has implemented measures to promote gender diversity at all levels, including the Board and senior management[18] - The Company adopted a Board Diversity Policy to enhance performance quality by embracing differences in skills, experience, and other qualities among directors[13] Board Governance and Meetings - The Board held four meetings during the year to review financial performance, discuss corporate strategies, and approve annual budgets and financial reports[22] - The Nomination Committee conducted two meetings and reviewed the structure, size, and composition of the Board, including the independence of non-executive directors[34] - The Audit Committee held three meetings during the year, reviewing financial statements and making recommendations for Board approval[55] - The remuneration committee held two meetings during the year to review and determine the discretionary bonuses for executive directors[69] - The Board has adopted written terms of reference for its committees, including the Audit Committee, which links the Board with the Company’s auditor[55] Risk Management and Internal Controls - The board is responsible for overseeing the adequacy and effectiveness of the risk management and internal control systems[77] - The Company has adopted a risk management policy, revised in 2017 and 2020, to oversee overall risk management and report results to the Board[98] - The internal audit team independently reviews compliance with the Group's policies and evaluates the adequacy and effectiveness of internal controls[99] - The Audit Committee reviewed the effectiveness of internal controls and risk mitigation measures for the top 10 risks identified in the risk register[55] - The risk management process includes risk assessment, prioritization, and the design of internal controls for the top 10 risks[99] Compliance and Governance Policies - The Company has complied with the Corporate Governance Code, with a noted deviation from Code Provision C.2.1[7] - The Company’s governance policies are designed to ensure compliance with relevant regulations and enhance corporate governance practices[39] - The Company has established processes for complying with disclosure obligations regarding inside information[71] - The procedures for handling inside information are governed by the Model Code, ensuring compliance with disclosure obligations[99] - The Company has implemented anti-corruption and whistleblowing policies to address potential misconduct[97] Shareholder Communication and Engagement - The Board has reviewed the implementation of the Shareholder communication policy, ensuring effective communication channels with shareholders and investors[111] - The Company has adopted a formal Shareholder communication policy to provide timely access to balanced and understandable information regarding financial performance and strategic goals[110] - The Company encourages shareholders to raise inquiries through various designated contacts and online forms for prompt responses[2.3] - Shareholders are reminded to provide detailed contact information when making inquiries to facilitate timely responses from the company[2.4] - The Annual General Meeting is scheduled for August 16, 2024, providing a platform for communication with shareholders[159] Environmental, Social, and Governance (ESG) Initiatives - The Company emphasizes sustainable development, committing to reducing environmental impacts and safeguarding employee rights[119] - The ESG Committee has been established to oversee the formulation and monitoring of ESG strategies and compliance with regulations[147] - The Company is committed to reducing its environmental impact while ensuring employee rights and welfare[144] - The Board regularly reviews key ESG indicators and assesses relevant risks to maintain effective risk management[142] - The Group is committed to sustainable development, integrating environmental protection and social development into business operations[188] Financial Performance and Remuneration - The remuneration of senior management for the year is detailed, with one individual earning between HK$2,500,001 and HK$3,000,000[88] - The total remuneration paid to PricewaterhouseCoopers for audit and non-audit services was approximately HK$2,363,000, with audit services costing about HK$1,542,000[70] - The remuneration packages for executive directors are based on their duties, responsibilities, experience, and prevailing market conditions[69] - The independent non-executive directors' fees are determined based on their estimated time spent on company affairs[69] - The remuneration committee reviewed and approved the proposed remuneration packages for executive directors and senior management[69] Reporting and Documentation - The report allows stakeholders to compare the Group's performance over time through disclosed quantitative information[169] - The Group prepared the report in accordance with the "Environmental, Social and Governance Reporting Guide" to facilitate year-on-year comparisons[170] - The report adheres to the "Environmental, Social and Governance Reporting Guide" as per Appendix 27 of the Main Board Listing Rules of the Stock Exchange[196] - The Group's environmental and social performance is presented in the report, which has been approved by the Board for issue[196] - The material ESG issues identified through stakeholder communication activities are summarized in the report[181]
富士高实业(00927) - 2024 - 年度财报