Corporate Governance - The company ensures compliance with all applicable corporate governance codes and has maintained adherence throughout the reporting period[14]. - The board is responsible for shaping and overseeing the company's long-term strategic goals, focusing on value creation and risk management[16]. - Independent non-executive directors constitute over one-third of the board, exceeding the independence requirements set by listing rules[28]. - Each director receives an average of approximately 24.4 hours of continuous professional development training annually[30]. - The company has established a code of conduct for securities trading, requiring prior written notification to the chairman before any transactions[31]. - The audit committee held meetings with executive directors and senior management to review the group's interim and annual performance, ensuring compliance with Hong Kong Financial Reporting Standards for the fiscal year ending December 31, 2022[42]. - The audit committee reviewed the independence and objectivity of the external auditor, PricewaterhouseCoopers, and recommended their reappointment to the board for the upcoming annual general meeting[42]. - The audit committee monitored the integrity of the group's financial statements and risk management systems, ensuring compliance with corporate governance policies[42]. - The board evaluated the independence of all independent non-executive directors, confirming their independence based on the criteria set out in the listing rules[59]. - The company emphasizes high standards of business integrity and has implemented various corporate governance and sustainability policies[115]. - The internal audit department conducts annual confirmations of compliance with various corporate policies[123]. - The internal audit department is responsible for evaluating the group's risk management and internal control systems, reporting results to the audit committee and executive directors[126]. - The board has reviewed the effectiveness of the group's risk management and internal control systems for the year ending December 31, 2022, and found them to be effective and sufficient[129]. - The nomination committee has assessed the independence of all independent non-executive directors and confirmed their independence based on annual declarations and relevant criteria[139]. - The remuneration of directors and senior executives is determined based on their expertise, the group's performance, and market benchmarks[144]. - The company has implemented a policy for handling insider information to prevent insider trading and ensure compliance with securities regulations[150]. - The nomination committee has evaluated the independence of board members and recommended re-election for two independent directors[171]. - The company has a dedicated section on its website for corporate governance and sustainability policies, which are regularly updated[182]. - The board of directors held a meeting with a 100% attendance rate during the year ending December 31, 2022[168]. - The company emphasizes the importance of independent opinions in its governance structure, ensuring diverse perspectives in decision-making[173]. Financial Performance - The company reported a total revenue of $1.2 billion for the fiscal year ending December 31, 2022, representing a 15% increase year-over-year[67]. - The company anticipates a revenue growth of 18% for the upcoming fiscal year, driven by new product offerings and market expansion strategies[88]. - In 2022, the net cash inflow from operating activities after interest and tax was HKD 57 million[186]. - The net cash outflow for investment activities was HKD 116 million, primarily due to capital expenditures of HKD 121 million[186]. - The net cash inflow from financing activities was HKD 89 million, mainly from bank loans of HKD 140 million, after deducting loan repayments[186]. - The company distributed HKD 7 million in dividends to non-controlling interests of subsidiaries[186]. - The financing activities included payments of lease principal of HKD 25 million and loan arrangement fees of HKD 19 million[186]. - The total preferred shares amounted to 3,868,548, representing 7.74% of the total shares[188]. Risk Management - The group conducted a formal risk assessment every six months, identifying and evaluating significant risks, including sustainability risks, to maintain effective risk management[52]. - The company has established a risk register to continuously review and track the progress of identified risks and mitigation measures[52]. - The audit committee received and considered risk management reports and a comprehensive risk register to assess the effectiveness of the group's risk management and internal control systems[42]. - The internal audit department conducts regular fraud analysis and independent investigations, reporting any significant fraud activities within 24 hours[126]. - The company has established a central fraud incident register to document and assess reported fraud cases[126]. - The internal audit function covers financial, IT, operational, and regulatory compliance areas, with a focus on risk management[155]. - The internal audit department has developed a risk-based three-year audit plan, considering macroeconomic factors and emerging risks[154]. Strategic Initiatives - The company is exploring the feasibility of abandoning or dissolving certain less active business activities in discussions with partners[4]. - The company plans to expand its market presence in Southeast Asia, targeting a 20% increase in revenue from this region by 2024[88]. - New product launches contributed to a 10% increase in market share within the competitive landscape[88]. - Research and development expenses increased by 12%, focusing on innovative technologies and product enhancements[88]. - The company has allocated $200 million for potential acquisitions to enhance its product portfolio and market reach[88]. - A new strategic partnership was formed with a leading tech firm to leverage advanced analytics for better customer insights[88]. - The company aims to implement sustainable development measures and plans in line with local business needs[200]. Shareholder Engagement - The company held two shareholder meetings in 2022, on March 15 and May 10, with significant participation from board members and external auditors[105]. - All resolutions presented at the shareholder meetings were approved, with voting results published on the company's and Hong Kong Stock Exchange's websites[112]. - A resolution was passed to approve the revised shareholders' agreement involving Ule Holdings Limited and others, with approximately 99.99% voting in favor[108]. - The company has maintained clear communication with shareholders through announcements and reports, ensuring transparency in governance practices[181]. Sustainability and Social Responsibility - The company has set a target to achieve a 30% reduction in carbon emissions by 2025 as part of its sustainability goals[88]. - The company is committed to protecting personal data of customers and employees in accordance with applicable data protection laws[122]. - The company is committed to promoting a fair and inclusive society through its policies[197]. - The company continues to focus on diversity and inclusion in the workplace, fostering a culture of engagement through employee feedback mechanisms[135]. - The company aims to maintain a female representation of at least 28.6% on the board, 47% in management, and 72% among all employees, exceeding market averages[135]. - The company is committed to promoting anti-corruption practices among third-party representatives and ensuring compliance with relevant policies[147].
TOM集团(02383) - 2022 - 年度财报