The Company is unwavering in its commitment to upholding good corporate governance practices and conducting fair dealings in all aspects of its operations. It wholeheartedly embraces the principles and best practices advocated by the International Code of Corporate Governance (“the Code”).
This statement outlines the Company’s adherence to each key principle and the extent of its compliance with the Code throughout the financial year.
The Board of Directors, elected by the shareholders, holds the ultimate decision-making authority, except for matters explicitly reserved for shareholders by law or the articles of association. The Board is supported by formal processes and structures that facilitate the fulfillment of its responsibilities, and decisions are typically made collectively.
The Board provides oversight of the Group’s business affairs. It approves strategic plans, significant business initiatives, major investment and funding decisions, and reviews the financial performance of the Company. Additionally, the Board determines compensation and succession plans for senior management and ensures the presence of adequate internal controls. These responsibilities are discharged directly by the Board and through its various Committees.
The Remuneration Committee is entrusted with the responsibility of determining and recommending appropriate policies regarding salary packages for executive directors and senior executives of the Group. The current remuneration packages comprise a combination of basic salary and variable performance incentives, designed to attract and retain talent in a competitive environment. There were no changes in the remuneration policies and practices during the year.
Non-executive directors’ remuneration is based on a standard fixed fee, with the Chairman receiving double the amount in recognition of his additional responsibilities.
Directors undergo periodic training sessions to ensure they stay informed about current developments and new statutory and regulatory requirements. Additionally, the Group organizes training programs specifically for directors.
Financial Reports:
During the year, the directors diligently reviewed all published annual and quarterly financial statements, taking utmost care and reasonable measures to ensure compliance with accounting standards and relevant regulations. These statements present a fair and balanced assessment of the Group’s performance and prospects.
Internal Controls and Risk Management:
The directors acknowledge their responsibility for the Group’s system of internal controls, designed to safeguard shareholders’ investments and the entrusted assets. This system provides reasonable assurance against material financial misstatement or loss, incorporating formal policies and operating procedures for asset protection, maintenance of accurate accounting records, reliability of financial information, compliance with applicable legislation and regulations, and adherence to best practices. Furthermore, it encompasses the identification and containment of business risks.
The Group maintains well-established internal audit and compliance functions. Both internal and external auditors follow formal procedures to independently report their findings and provide appropriate recommendations to the Management and the Audit Committee.
Relationship with External Auditors:
The external auditors actively participated in all scheduled meetings of the Audit Committee throughout the year. These quarterly meetings facilitated discussions on relevant matters requiring attention. The role of the auditors and their involvement during the year is elaborated in the report of the Audit Committee.
Corporate Social Responsibility
Committed to ongoing progress, HB International continually endeavors for excellence, maintaining the highest standards of corporate governance rooted in integrity, transparency, and accountability.
Moreover, HB International acknowledges its profound responsibility towards its employees, business partners, stakeholders, and the community at large. Firmly dedicated to responsible practices across all sectors of the HB Group's operations, the company implements a diverse array of initiatives to nurture a culture of responsibility.