Climate and Sustainability - The Group has not been significantly impacted by extreme weather conditions during the reporting period due to established emergency plans[3]. - The Group expects that climate-related physical risks will not have a material impact on operations and financial performance in the short or medium term[3]. - The Group is committed to monitoring existing and emerging climate-related policies and regulations to manage transition risks[3]. - The Group emphasizes the importance of sustainability and efficient use of natural resources in its operations[1]. - The Group has set safety, security, and environmental goals to reduce waste and emissions[1]. - The Group will continue to invest in energy-efficient appliances and materials to enhance sustainability[22]. Corporate Governance - The Company has maintained high standards of corporate governance practices, complying with the Corporate Governance Code throughout the year ended March 31, 2024, with some deviations noted[45]. - The Company emphasizes transparency and accountability as key components of its corporate governance framework[45]. - The Company has established a risk management process to identify and assess significant risks[107]. - The Board has established a corporate governance function to review and monitor compliance with legal and regulatory requirements[122]. - The Company has implemented an anti-corruption policy to maintain a zero-tolerance stance against bribery and corruption[139]. - The Audit Committee reviews the effectiveness of the internal control and risk management systems annually[135]. - The Company has adopted a diversity policy for its Board to enhance performance and consider various factors such as gender, age, and professional experience[120]. Financial Performance - For the financial year ended March 31, 2024, the Group reported revenue of HK$23,989,000, a decrease from HK$38,451,000 in the previous year, representing a decline of approximately 37.5%[78]. - The loss for the year was HK$59,359,000, compared to a loss of HK$45,668,000 in the prior year, indicating an increase in losses of approximately 30%[78]. - The loss attributable to the owners of the Company was HK$59,359,000, while the previous year recorded a loss of HK$77,389,000 attributable to owners and HK$31,721,000 to non-controlling interests[78]. - The Group's financial performance over the last five years shows a significant decline in revenue from HK$66,246,000 in 2020 to HK$23,989,000 in 2024[78]. - The Company reported no reserves available for distribution or paying dividends to shareholders as of the reporting year, in accordance with Bermuda's Companies Act 1981[50]. - The Company has not declared any dividends for the year ended March 31, 2024, consistent with the previous year[151]. Board Composition and Diversity - The Company appointed Mr. Law, Michael Ka Ming and Ms. Lai Pik Chi Peggy as independent non-executive directors on May 10, 2024, ensuring compliance with Listing Rules 3.10(1) and 3.21[30]. - The Board's gender diversity target of having no less than 20% female directors was achieved with the appointment of Ms. Lai Pik Chi Peggy, following a recommendation from the Nomination Committee[37]. - The Board composition reflects a diverse mix of educational background, professional knowledge, and industry experience, although it initially lacked female representation until recent appointments[36]. - The Nomination Committee will continue to review the Board's composition to maintain diversity and meet future targets[37]. - The Company has arranged appropriate directors' liability insurance coverage for its Directors and officers throughout the year[175]. Employee Management and Remuneration - The Group treats all employees equally, ensuring that employment and remuneration are not affected by social identities[6]. - The Group provides competitive compensation and benefits to attract and retain talent[7]. - The Group adopts a five to six days workweek to ensure adequate rest for employees[8]. - The remuneration policy for Directors is aligned with market practices and is subject to shareholders' approval at general meetings[65]. - The emoluments of employees are determined based on individual performance and market pay levels, including basic salaries and discretionary bonuses[65]. - The Remuneration Committee held 2 meetings during the reporting year to review the remuneration packages of all directors and senior management[115]. Risk Management - The Group has established a risk management process to identify and assess significant risks[107]. - The risk management process includes risk identification, evaluation, management measures, and control and review[134]. - The management is tasked with monitoring risks and implementing measures to mitigate them in daily operations[181]. - The Audit Committee oversees the Control Systems and reviews management's performance regarding their effectiveness annually[181]. Shareholder Engagement - The annual general meeting serves as a channel for the Board to address shareholder concerns, with notices sent at least 21 days prior to the meeting[102]. - The Company confirms that there are no material uncertainties that may cast significant doubt on its ability to continue as a going concern[84]. - The Company has confirmed that no significant transactions involving directors or their related entities occurred during the year[110].
高雅光学(00907) - 2024 - 年度财报