Remuneration and Governance - The Group's remuneration policy aims to retain Directors and senior management by offering competitive remuneration levels[2] - The remuneration committee reviews and fixes the remuneration packages of all Executive Directors and senior management annually[11] - The remuneration of individual Executive Directors is determined based on factors such as comparable company remuneration, Group results, and individual performance[6] - The Group does not have any long-term incentive scheme other than the retirement scheme mentioned in the financial statements[10] - The remuneration committee made recommendations to the Board regarding the remuneration of Independent Non-Executive Directors (INEDs) annually[9] - The nomination committee ensures a balance of skills, experience, and diversity on the Board to meet the Company's needs[14] - Directors are subject to retirement by rotation at least once every three years, with eligibility for re-election[20] - The nomination committee assesses the independence of INEDs and identifies qualified individuals for Board membership[21] - The appointment term of Directors is determined by the Board, with specific criteria for suitability considered during the nomination process[21] - The remuneration committee held multiple meetings during the year, with attendance records available in the annual report[17] - The Board of Directors has established three committees: Remuneration Committee, Nomination Committee, and Audit Committee, ensuring compliance with the Listing Rules[38] - The Nomination Committee is chaired by Mr. Cheong Kheng Lim, with three Independent Non-Executive Directors (INEDs) as members, ensuring governance standards are met[39] - The Company complied with all applicable code provisions of the Corporate Governance Code during the financial year ended March 31, 2023, with some disclosed deviations[161] - The Company currently does not have insurance cover for legal actions against its Directors, believing the risk of litigation is relatively low[161] - The roles of the Chairman and Chief Executive Officer are held by the same individual, but the Board believes this structure does not adversely affect the Company[163] - The Board has appointed a new Chairman during the reporting year to ensure effective governance despite the previous Chairman's health issues[163] - The Company Secretary reported directly to the Deputy Chairman during the transition period, ensuring effective management of corporate governance matters[164] - The company currently does not have an internal audit function, and the Board reviewed the need for one in March 2023, concluding there was no immediate need due to the Group's simple operating structure and effective management oversight[166] - The Board will review the need for an internal audit function on an annual basis, considering the effectiveness of existing control mechanisms and associated costs[166] - The remuneration details of senior management are not disclosed by band in the annual report, as the Board believes this non-disclosure does not negatively impact the company and prevents undue comparisons among staff[168] - The then Chairman did not attend the Company's AGM on September 9, 2022, due to health reasons, and the Deputy Chairman chaired the meeting to ensure smooth proceedings[170] - The Board of Directors had high attendance at board meetings (total: seven) during the financial year ended 31 March 2023[181] - The Company emphasizes Directors' training, providing memoranda/circulars to refresh knowledge on Directors' duties and legal obligations[181] Employee Training and Well-being - Total number of employees who received training in the reporting year increased to 23, up from 22 in 2022[26] - The Group organized a mental health talk and on-site massage services for employees to promote well-being during the reporting year[27] - The average hours worked by senior management decreased to 9.63 from 10.75 hours in 2022[25] - The average hours for general staff decreased to 1.15 from 1.36 hours in 2022[25] - The employee satisfaction rate was reported at 68.97%, with 90.32% satisfaction in 2022[197] - The management-employee relationship satisfaction decreased to 71.43% from 83.87% in 2022[197] - The Group conducts annual employee satisfaction surveys to gather feedback on the work environment[194] - The overall employee turnover rate increased to 10% from 6.06% in 2022[191] - The absence rate improved to 1.16% from 1.45% in 2022[198] - The percentage of female employees remained stable at 73.33%, while male employees accounted for 26.67%[188] - 66.67% of employees have been with the Group for over a decade, indicating strong employee retention[197] - The employee demographic shows 6.67% are aged below 35, while 26.66% are aged above 55[189] Environmental and Social Responsibility - The company recognizes the importance of non-financial performance and integrates socially responsible practices into daily operations to contribute positively to environmental and societal sustainability[78] - The Corporate Social Responsibility Report reviews the group's performance in environmental and social responsibilities for the financial year ended March 31, 2023[79] - The company complies with all mandatory disclosure requirements and "comply or explain" provisions as set out in the Environmental, Social and Governance Reporting Guide[80] - The Board oversees sustainability matters and is accountable for strategy management, performance, and reporting related to environmental and social responsibilities[81] - The company has established a governance structure to ensure progress against sustainability targets is properly managed through regular performance reviews[81] - The Group's main business operation, iSQUARE, actively participated in environmental initiatives, including recycling used fluorescent lamps and engaging in "Earth Hour 2023" to promote green living[97] - The Group has adopted an environmental policy focusing on compliance with legislation, long-term carbon emission reduction targets, and enhancing staff awareness through internal communication[87] - The Group encourages tenants to adopt environmentally friendly practices and provides guidelines through iSQUARE publications[97] - The Group has ensured full compliance with all mandatory disclosure requirements related to environmental and social responsibility[83] - The Group continues to engage with stakeholders to understand their views on sustainable development, utilizing face-to-face discussions and questionnaires[87] Financial Performance - The Group recorded an operating profit before valuation changes in investment properties of HK$188.4 million for the year ended 31 March 2023, compared to HK$177.7 million in 2022, representing an increase of 3.9%[131] - The loss attributable to equity shareholders was HK$1,584.7 million for the year, up from HK$1,120.8 million in 2022, indicating a significant increase in losses of 41.3%[131] - Valuation losses on investment properties amounted to HK$1,738.4 million, compared to HK$1,266.5 million in 2022, reflecting a 37.1% increase in losses[131] - The Board recommended a final dividend of HK$0.23 per share for the year, an increase from HK$0.21 per share in 2022, resulting in a total distribution of HK$0.34 per share for the year[131] - The annual general meeting is scheduled for 8 September 2023, providing an opportunity for shareholders to engage with the Board[131] Climate and Energy Management - The Group is committed to addressing climate-related risks, including business interruptions from tropical cyclones and increased electricity consumption due to global warming[140] - Mitigating measures against climate challenges include setting up an emergency response team and adopting electricity conservation measures[140] - The Group has set reduction targets for emissions, waste disposal, energy use, and water consumption to not exceed the amounts generated/consumed in their respective baseline years[146] - GHG emissions reduced by 39.23% compared to the baseline year of 2017, while energy use decreased by 16.01% in the same period[149] - Non-hazardous waste disposed reduced by 28.09% from the baseline year of 2019, and water consumption decreased by 18.22% compared to the baseline year of 2017[149] - The Group has established an emergency response team to address climate challenges and implemented energy-saving measures[145] - The Group has signed the Energy Saving Charter 2022 and the ECH2O Charter to promote sustainability initiatives[149] - The Group aims to continuously monitor environmental performance against set targets with the assistance of management[146] Shareholder Communication - The Company holds an Annual General Meeting (AGM) every year, typically in September, to facilitate direct communication between shareholders and the Board[48] - The Company has implemented a whistleblowing mechanism for shareholders to report suspected irregularities, with clear reporting channels and procedures outlined[44] - The Board is responsible for the annual review of the effectiveness of the shareholders' communication policy, which was deemed effectively implemented based on feedback and assessments[45] - The Company ensures that notices of general meetings and accompanying documents are sent to shareholders in accordance with statutory requirements[42] - The Company has measures in place to solicit shareholder views on its performance through questionnaires and other means[47] - Eligible shareholders can express their views on proposed resolutions at general meetings, provided they represent at least 2.5% of total voting rights or are 50 shareholders[66] - The company will verify requests for statements from shareholders and circulate them if proper and timely[68] - Shareholders representing at least 5% of total voting rights can request the Directors to convene a General Meeting (GM)[56] - The request to convene a GM must be sent in hard copy form to the Chairman of the Board at the registered office of the Company[56] - Directors must call a GM within 21 days after the request and the meeting must be held within 28 days of the notice[56] - If Directors fail to convene a GM, shareholders representing more than half of the total voting rights may call a GM themselves[56] - The minimum length of notice for proposing a person for election as a Director is at least 7 days prior to the GM[59] - Written notices for nominations must include the information required under Rule 13.51(2) of the Listing Rules[60] - If the notice is received less than 15 clear days prior to the GM, the Company may consider adjourning the GM to allow for proper notice[61] - Shareholders can request to circulate a resolution for an AGM if they represent at least 2.5% of total voting rights or 50 shareholders[52] - The request for a resolution must be received by the Company not later than 6 weeks before the AGM[52] - The Company will verify the request with its share registrar before including the resolution in the AGM agenda[52]
凯联国际酒店(00105) - 2023 - 年度财报