- CORPORATE GOVERNANCE PRACTICE
- The Board of Directors of GBG (the “Board”) is committed to promoting good corporate governance to safeguard the interests of the shareholders and to enhance the Group’s performance. The Group believes that conducting its businesses in an open and responsible manner and following good corporate governance practices serve its long-term interests and those of its shareholders.
The Board as a whole is responsible for performing the corporate governance duties. The Board reviews at least annually the corporate governance practices of the Company to ensure its continuous compliance with the CG Code, and make appropriate changes if considered necessary.
- Board of Directors
The Board provides leadership and supervises the overall direction of the Group’s businesses. The Board comprises of nine Directors:
Executive Directors 2
(Chief Executive Officer)
Non-Executive Directors 4
Independent Non-Executive Directors 3
The roles of the chairman and the chief executive are separate and are performed by different individuals.
Three of the directors — representing one-third of the Board — are Independent Non-Executive Directors.
The Independent Non-Executive Directors are appointed for a specific term and are subject to retirement by rotation.
The Board adopts a board diversity policy setting out the approach to diversify the members of the Board. The Company seeks to achieve board diversity through the consideration of a number of factors, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. All board appointments are based on meritocracy, and candidates are considered against objective criteria, having due regard for the benefits of diversity on the Board.
Selection of candidates will be based on a range of diversity perspectives, including but not limited to gender, age, cultural background and ethnicity, in addition to educational background, professional experience, skills, knowledge and length of service. The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board.
The Board comprises of nine directors and is characterised by significant diversity in terms of nationality, age, professional background and skills.
The Board believes that the balance between Executive and Non-Executive Directors is reasonable and adequate to provide sufficient checks and balances that safeguard the interests of shareholders and the Group. The Non-Executive Directors provide the Group with diversified expertise and experience. Their views and participation in Board and committee meetings bring independent judgement and advice on issues relating to the Group’s strategies, performance, conflicts of interest and management process, to ensure that the interests of all shareholders are taken into account. One of the Independent Non-Executive Directors possesses the appropriate professional accounting qualifications or related financial management expertise as required under the Listing Rules.
The Group provides briefings and other training to develop and refresh the directors’ knowledge and skills. The Group, together with its legal counsel and external auditors, continuously update directors on the latest developments regarding the Listing Rules and other applicable regulatory requirements, to ensure compliance and enhance their awareness of good corporate governance practices.
The Board meets regularly to review operational performance, financial statements, and material investments in new projects, dividend policy, major financings, treasury policies and changes in accounting policies. All directors have access to board papers and related materials which are provided in a timely manner.
The day-to-day management and operation of the Group are delegated to the Executive Committee (“EC”), which comprises of the Executive Directors and other senior management members of the Group. The EC is the principal management decision making body on all day-to-day operations and business affairs of the Group. The EC operates under guidelines and delegated authorities from the Board and meets on a regular basis.
Terms of Reference of the Remuneration Committee 3
Terms of Reference of the Nomination Committee 3
Terms of Reference of the Audit Committee 3
List of Directors and their Role and Function
Articles of Association, Kindly request from the relevant departments
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