Corporate Governance - The Company reviewed the implementation and effectiveness of its shareholders' communication policy and considered it effective and adequate [28]. - The Remuneration Committee comprises five members, with a majority being independent non-executive Directors [12]. - The Audit Committee reviewed the annual financial statements and the effectiveness of the internal audit function for the year ended December 31, 2022 [9]. - The Company has established three board committees: Audit Committee, Remuneration Committee, and Nomination Committee [5]. - The Board acknowledges its responsibility for risk management and internal control systems, which are designed to manage risks rather than eliminate them [22]. - The Board is responsible for presenting a balanced assessment of financial information and ensuring compliance with regulatory requirements [46]. - The Company appointed Ms. So Ka Man as the company secretary effective December 1, 2022 [26]. - The Company has amended its Articles of Association on August 16, 2022, with no further significant changes since [58]. - The Company has provided training for board members to comply with listing rules, ensuring governance standards are met [51]. - The Company aims to maintain at least 1 female director on the Board, with 2 out of 8 directors being female as of the report date [176]. - The Nomination Committee is committed to achieving diversity at all levels and will consider various factors including gender, age, and professional qualifications [176]. - The Company adopted a Board Diversity Policy during the year under review to enhance competitive advantage through increased diversity [176]. - The independent non-executive directors include Mr. Lau Ngai Kee, Mr. Wang Hongxin, and Mr. Mak Ka Wing, with Mr. Mak appointed on March 1, 2022 [179]. - The Company has established three Board committees: Audit Committee, Remuneration Committee, and Nomination Committee, each with defined terms of reference [173]. - All directors received regular briefings and updates on the Group's business and corporate governance matters relevant to their duties [183]. - The Board and the Nomination Committee reviewed the implementation and effectiveness of the board diversity policy and deemed it effective for the year ended December 31, 2022 [176]. - The Company is committed to ensuring recruitment practices at all levels are structured to consider a diverse range of candidates [176]. - The company experienced a significant turnover in its Board members, with multiple resignations and appointments throughout 2022, indicating a dynamic governance structure [4]. - The company’s financial statements for the year ended December 31, 2022, were prepared in accordance with applicable regulations, ensuring transparency and accountability [188]. - The company’s governance practices include voting on all resolutions presented at the shareholders' meetings, with results published on the relevant stock exchange and company websites [191]. - The company continues to enhance its corporate governance framework to align with best practices and regulatory requirements [189]. Risk Management and Internal Controls - The internal audit team is responsible for reviewing the effectiveness of the Group's risk management and internal control systems [21]. - The company has adopted different risk management procedures across various business functions, including finance and human resources [47]. - The company emphasizes the importance of identifying and managing ESG risks to safeguard its operations [68]. - The Audit Committee meets at least twice a year to discuss ESG issues and report to the Board [75]. - The company recognizes the significant risks posed by ESG issues to its business operations and the importance of incorporating ESG considerations into internal controls [81]. Environmental, Social, and Governance (ESG) Initiatives - The Group's ESG report outlines policies, initiatives, and performance related to environmental, social, and governance aspects for the year 2022 [35]. - The company has identified six key ESG topics as its main considerations, including Climate Change and Employment [63]. - The company has developed policies to address challenges posed by flooding and typhoons, promoting the switch to electric vehicles [70]. - The company has engaged stakeholders through online surveys to identify key ESG topics [42]. - The Group has launched a Green Hotel Programme for years to conserve resources and minimize waste generated under daily operations [83]. - The Group obtained ISO 27001 certification, demonstrating its commitment to addressing cyber-related risks [83]. - The Group is preparing to comply with current laws and anticipated stricter regulations regarding responsible business practices and environmental considerations [83]. - The Group has set a target to reduce carbon emission intensity (Scope 1 and Scope 2) by 15% per million HK$ revenue by 2025 compared to the 2021 baseline [106]. - The Group aims to reduce water consumption intensity by 10% per million HK$ revenue by 2025 compared to the 2021 baseline [106]. - The Group plans to decrease energy intensity by 15% per million HK$ revenue by 2025 compared to the 2021 baseline [106]. - The Group intends to reduce waste to landfill by 10% compared to the 2021 baseline by 2025 [106]. - The Group has replaced all visitor vehicles at Macau Fisherman's Wharf with electric vehicles and installed more charging stations [94]. - The Group complies with applicable laws and regulations regarding air and greenhouse gas emissions, and has no issues sourcing fit-for-purpose water [94]. - An external consultant was engaged to conduct an in-depth ESG risk assessment, resulting in a prioritized list of ESG issues [101]. - The Audit Committee reviews the Group's ESG management approach and evaluates performance against ESG goals [99]. - The company has conducted an in-depth ESG risk assessment with external consultants, integrating results into a prioritized list of ESG issues [80]. - The company has implemented a green hotel program to reduce resource consumption during guest stays [71]. - The company has installed water-saving plumbing fittings, including water-efficient urinals and rainwater recycling systems [71]. - The company offers anti-corruption training and anti-money laundering tests for its staff to maintain high ethical standards in commercial dealings [73]. - A COVID-19 preparedness and response team has been established to prevent the spread of diseases, consisting of senior management and representatives from various departments [78]. - The company frequently reviews customer feedback to improve service quality [71]. - Maintaining a positive relationship with employees is crucial to avoid losing qualified personnel and skills [71]. Financial Performance and Costs - The audit fee for the year ended December 31, 2022, was $3,500,000 [48]. - Operating costs are expected to increase due to additional expenses related to frequent maintenance of machinery and outdoor facilities, as well as higher insurance premiums in disaster-prone areas [91]. - The Group is expected to incur additional costs from the disposal of municipal wastes as environmental laws tighten [91]. - The transition to a lower-carbon economy requires the adoption of eco-friendly and energy-efficient business operations, including the use of renewable energy [91]. - The Group's local insurance providers may implement similar actions to the Federal Emergency Management Agency, which anticipates an 18% increase in flood insurance premiums over the next 20 years [91]. - The company plans to increase research and development and/or procurement expenditures to introduce new and alternative technologies during the transitional period [114]. - The operating costs of office and casino supplies are expected to rise due to the adoption of more environmentally friendly products [114]. Energy and Resource Management - The company has implemented various energy-saving measures, including converting around 99% of non-LED lights to LED and optimizing lighting schedules [121]. - Total energy consumption in 2022 was 37,668.93 MWh, slightly up from 37,646.63 MWh in 2021 [139]. - The intensity of energy consumption per revenue increased to 52.94 MWh/million HK$ in 2022 from 33.15 MWh/million HK$ in 2021 [139]. - Direct energy consumption from LPG decreased to 2,167.00 MWh in 2022 from 2,795.91 MWh in 2021 [139]. - Indirect energy consumption from electricity rose to 35,501.93 MWh in 2022 compared to 34,850.72 MWh in 2021 [139]. - Water usage decreased to 425,599 m³ in 2022 from 441,169 m³ in 2021, with intensity increasing to 598.08 m³/million HK$ revenue from 388.49 m³/million HK$ revenue [150]. - Nitrogen oxides emissions reduced to 30.35 kg in 2022 from 39.15 kg in 2021, while sulfur oxides emissions decreased to 0.15 kg from 0.20 kg [145]. - The company aims to achieve its energy reduction target set for 2025 while managing revenue impacts from COVID-19 [140]. - Energy-saving devices installed for the chilled water unit are expected to save 25% of energy consumption [144]. - The company has implemented measures to reduce plastic use, including phasing out plastic straws and takeaway boxes [154]. - A greywater and swimming pool water recapturing system is being planned for irrigation and other uses to enhance environmental protection [161]. Impact of COVID-19 - The COVID-19 pandemic has significantly impacted the hospitality industry due to travel restrictions and health concerns, leading to financial uncertainty [82].
澳门励骏(01680) - 2022 - 年度财报