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Board Committees

The audit committee of Texhong International Group is responsible for reviewing and supervising the financial reporting procedures and internal control systems of the Group and providing opinions and recommendations to the board.

The audit committee also assumes the duties as a supervisor for ethical standards of the Group, responsible for monitoring its compliance with the rules, standards and policies that work as the guidance of its acts, supervising the investigation of reported cases and deciding penalties for violations.

The power and duties adopted by the audit committee comply with the code provisions of the Corporate Governance Code.

Composition of Audit Committee:
        Mr. Shu Wa Tung, Laurence  (Chairman)
        Prof. Tao Xiaoming
        Prof. Cheng Longdi


The remuneration committee of Texhong International Group is mainly responsible for formulating all remuneration policies and structures for the directors and senior management of the Group and providing opinions and suggestions to the board. The remuneration committee has adopted the power and duties consistent with the code provisions of the Corporate Governance Code.

Composition of Remuneration Committee:
        Mr. Shu Wa Tung, Laurence (Chairman)
        Prof. Tao Xiaoming
        Prof. Cheng Longdi


The nomination committee of Texhong International Group has sufficient resources to perform its duties and can seek independent professional advice when necessary in accordance with the policy of the Company. The terms of reference adopted by the nomination committee comply with the code provisions of the Corporate Governance Code.

Composition of Nomination Committee:
        Mr. Hong Tianzhu (Chairman)
        Mr. Shu Wa Tung, Laurence
        Prof. Tao Xiaoming
        Prof. Cheng Longdi


The board of directors of Texhong International Group is fully responsible for the ESG management of the Group.

A meeting will be convened in August to consider the approval of establishing a committee named the Environmental, Social and Governance Committee(ESG Committee).

The ESG Committee will assist the board in guiding and supervising the development and implementation of ESG work by the Group, including:
(I)       Corporate governance and corporate behavior;
(II)      Environmental protection and response to climate change;
(III)     Labour management and health and safety;
(IV)     Product quality and safety;
(V)      Network security;
(VI)     Intellectual property and privacy protection; and
(VII)    Charity and community investment.

The committee is composed of executive directors and independent non-executive directors, with independent non-executive directors accounting for the majority. 

Composition of ESG Committee:
        Mr. Zhu Yongxiang (Chairman)
        Prof. Tao Xiaoming
        Prof. Cheng Longdi
        Mr. Shu Wa Tung, Laurence


        Ms. Ng Sau Mei

Board Policy

Policy for Shareholding of Directors

As an enterprise listed on the Hong Kong Stock Exchange, Texhong International Group strictly follows relevant requirements under the Listing Rules of the Hong Kong Stock Exchange that the number of shares held by non-executive directors should not exceed 1%of that of issued shares of the Group. Directors are required to notify Mr. Hong Tianzhu or Mr. Zhu Yongxiang or any director designated by the board of directors for a specific purpose(the"Designated Director")(other than their own selves)and to receive a dated written acknowledgement from such Designated Director before dealing in the securities and derivatives of the Company.

Texhong International Group confirms that the shareholding of all the non-executive directors does not exceed 1%of the number of issued shares of the Group.

Business Combination Requirements

The Group complies with Rule 14 of the Listing Rules of the Hong Kong Stock Exchange and the relevant requirements of the Codes on Takeovers and Mergers and Share Buy-backs of the Securities and Futures Commission to better protect the interests of shareholders. Transactions between the controlling substantial shareholder or companies in which any one of the directors is interested and the Group are governed by Rule 14A of the Listing Rules of the Hong Kong Stock Exchange.

Relevant requirements are also stated in the Articles and Memorandum of Association.

 

Related Links:


        Article 14 of the Listing Rules of the Hong Kong Stock Exchange

        Article 14A of the Listing Rules of the Hong Kong Stock Exchange

        Codes on Takeovers and Mergers and Share Buy-backs of[the Securities and Futures Commission]

External Auditor

PricewaterhouseCoopers has been the independent external auditor of Texhong International Group since 2004. By 2021, their tenure of office as an auditor will be 18 years in aggregate.


The audit committee is mainly responsible for making recommendations to the board on the appointment, reappointment and removal of external auditors and reviewing and monitoring the independence and objectivity of external auditors as well as the efficiency of audit procedures in accordance with applicable standards.


So far as we know, PricewaterhouseCoopers will designate a different partner as the person in charge of their audit for the Group once every seven years.


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