Financial Performance - The Group recorded an operating profit before valuation changes in investment properties of HK$182.8 million for the year ended 31 March 2022, down from HK$323.0 million in 2021, representing a decrease of 43.5%[6] - The loss attributable to equity shareholders was HK$554.0 million, an improvement from a loss of HK$777.6 million in 2021, indicating a reduction of 28.8%[6] - Net valuation losses on investment properties amounted to HK$1,264.7 million, compared to HK$1,809.2 million in 2021, reflecting a decrease of 30.0%[6] - The total dividend for the year is proposed at HK$0.16 per share, down from HK$0.18 per share in 2021, marking an 11.1% reduction[10] - The interim dividend paid during the year was HK$0.08 per share, consistent with the previous year's interim dividend[10] Corporate Governance - The Company complied with all applicable code provisions of the Corporate Governance Code during the financial year ended 31 March 2022, with some deviations disclosed[14] - The roles of Chairman and Chief Executive are held by Mr. Cheong Hooi Hong, with day-to-day management shared among Executive Directors to avoid concentration of power[16] - The Company does not have an internal audit function, but the Board believes that existing risk management and internal control systems are sufficient given the Group's size and operational complexity[21] - The Board will review the need for an internal audit function annually, considering the cost-effectiveness of establishing one[22] - The Board of Directors is accountable to shareholders for the Group's performance and oversees financial and management performance, corporate governance, and risk management[29] Board Structure and Meetings - All Directors had full attendance at board meetings (total: six) during the financial year ended 31 March 2022[38] - The Company organized in-house training courses for Directors on corporate governance and strategic direction, with all related expenses covered by the Company[39] - The Board has established three committees: remuneration committee, nomination committee, and audit committee to enhance operational efficiency[32] - The company held six board meetings during the financial year ended March 31, 2022, with four being regular meetings[47] - The total number of meetings held by the audit committee was four during the financial year[47] Remuneration and Compensation - Senior management remuneration details are not disclosed by band in the annual report to avoid undue comparisons and protect sensitive information[25] - The remuneration committee aims to retain suitable caliber directors and senior management by offering competitive remuneration[64] - The remuneration committee reviews and approves management's remuneration proposals[66] - The Group's remuneration policy considers factors such as comparable company remuneration, Group results, workload, responsibility, and time commitment when setting remuneration packages[70] - The Group does not have any long-term incentive scheme aside from the retirement scheme mentioned in the financial statements[71] Nomination and Board Diversity - The nomination committee was established to ensure a balance of skills, experience, and diversity on the Board, reviewing the nomination policy and Board diversity policy[78] - The Company has achieved its objective of having at least one female Director by 31 December 2024, contributing to gender diversity at the Board level[88] - The Board diversity policy includes assessing the required mix and adequacy of the current Board composition, with measurable objectives for implementation[88] - The Company emphasizes that Board appointments are based on merit and contributions rather than focusing solely on gender diversity[88] - The nomination committee assesses the independence of INEDs and identifies suitably qualified individuals for Board membership[80] Risk Management - The audit committee has been established to assist the Board in overseeing financial reporting, internal control, and risk management systems[94] - The effectiveness of the Group's risk management and internal control systems was evaluated, with recommendations made to the Board based on the assessment of identified risks[99] - The Group faces various principal risks, which are assessed based on their severity level, impact, and likelihood[123] - The Group's risk management culture is integrated into daily operations, with all departments involved in identifying operational risks[111] - Each department head is required to establish risk factors, assess their impact and likelihood, and develop mitigation strategies, maintaining a risk register updated regularly[113] Sustainability and Environmental Responsibility - The Company recognizes the importance of non-financial performance and integrates socially responsible practices into daily operations[174] - The Group has adopted an environmental policy focusing on compliance with legislation, carbon emission reduction targets, and eco-friendly practices[184] - iSQUARE participated in "Earth Hour 2022" to enhance environmental awareness among staff[188] - The Group has set long-term carbon emission reduction targets as part of its environmental strategy[184] - The Group continues to prioritize sustainability and energy efficiency in its operations[199] Shareholder Engagement - The Company has adopted a shareholders' communication policy to enhance accountability and promote transparency[139] - The Company holds an Annual General Meeting (AGM) every year, typically in September[155] - Shareholders can request to circulate a resolution for an AGM if they represent at least 2.5% of the total voting rights or at least 50 shareholders[155] - The Company provides various channels for shareholders to make inquiries to the Board[145] - The Company encourages shareholders to participate in the AGM either in person or by appointing a representative[144]
天德地产(00266) - 2022 - 年度财报