Gender Diversity - Approximately 14.1% of the Group's employees are female, and the Group aims to enhance gender diversity in senior management over the next five years[5] - The Board consists of six Directors, with two females, achieving gender diversity[4] - The Group aims to achieve a gender diversity of 35% female employees within the next five years[187] - The Board has adopted a policy relating to Board diversity and discussed measurable objectives for its implementation[184] - The Group will continue to seek outstanding talent to achieve gender diversity in senior management[191] Corporate Governance - The roles of Chairman and CEO are held by Dr. Ko, who has managed the Group since 2000, providing strong leadership[6] - The Company has complied with all applicable code provisions of the Corporate Governance Code, except for a deviation regarding the separation of the roles of Chairman and CEO[144] - The Company has implemented a Model Code governing securities transactions by Directors, with all Directors confirming compliance throughout the year[144] - The Company has established three Board committees: the Audit Committee, the Remuneration Committee, and the Nomination Committee, each provided with sufficient resources to fulfill their duties[157] - The Company has mechanisms in place to ensure independent views and input are available to the Board during its decision-making processes[147] Board Composition and Meetings - The Board consists of six Directors, with Independent Non-Executive Directors (INEDs) representing 50% of the Board members[124] - The Board comprises six Directors, with three being Independent Non-Executive Directors (INEDs), ensuring a balance of power[143] - The Board held four meetings during the Year, during which the audited consolidated financial statements for the year ended 31 March 2022 were approved[131] - The attendance record for the Directors at meetings shows full attendance for the year[37] - The Board is scheduled to meet quarterly, with agendas and accompanying papers sent to Directors at least three days in advance to facilitate informed decision-making[151] Remuneration Policies - The Remuneration Committee has been established to make recommendations on the remuneration policy and structure for all Directors and senior management[29] - The remuneration policy for employees is determined based on merit, qualifications, and capabilities, considering the Company's performance and market statistics[90] - The total remuneration caps for Connected Employees and Mr. CH Ko have been revised to not exceed HK$4,500,000, HK$5,000,000, and HK$5,500,000 for the years ending March 31, 2023, 2024, and 2025, respectively[108] - The Remuneration Committee held one meeting during the year to discuss executive Directors' remuneration packages, including benefits, pension rights, and compensation payments[134] - The emolument policy for employees is based on merit, qualifications, and competence, as recommended by the Remuneration Committee[117] Audit and Compliance - The Audit Committee comprises two INEDs and one non-executive Director, with its primary roles including monitoring the integrity of the Group's financial statements and discussing risk management and internal control systems with management[157] - The Audit Committee is responsible for reviewing the Company's compliance with legal and regulatory requirements[187] - The Group's independent auditor, Deloitte, has stated its reporting responsibilities on the Group's consolidated financial statements for the year[172] - The Group's corporate governance practices comply with the CG Code, ensuring transparency and accountability[165] - The Company has arranged appropriate directors' and officers' liability insurance coverage for its Directors and officers, which was in force during the Year[88] Stakeholder Engagement - The Group's success relies on support from key stakeholders, including employees, customers, subcontractors, and suppliers[17] - The Company will disclose detailed environmental policies and performance evaluations in its Environmental, Social and Governance Report[24] - The Company will publish its Environmental, Social and Governance Report on its website and the Stock Exchange's website[26] - Charitable donations made by the Group during the Year amounted to HK$1,609,000, a significant increase from HK$255,000 in 2022[120] - The revenue from the Group's five largest customers accounted for 52% of total revenue, with the largest customer contributing 16%[120] Risk Management - The Board considers the Group's risk management and internal control systems to be adequate and effective, with annual reviews planned[173] - The Group expects to conduct an annual review of the effectiveness of the risk management and internal control systems[173] - The Audit Committee is responsible for recommending the appointment and remuneration of the external auditor, ensuring the auditor's independence and effectiveness[157] - The Group has maintained a sufficient public float as required under the Listing Rules throughout the year and up to the date of the report[119] - All related party transactions disclosed are fully exempt from reporting and independent shareholders' approval requirements under Chapter 14A of the Listing Rules[111]
高陞集团控股(01283) - 2023 - 年度财报