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About Bosideng | Corporate Governance

The Company is dedicated to maintaining and ensuring high standards of corporate governance practices. The corporate governance principles of the Company emphasize accountability and transparency and are adopted in the best interests of the Company and its shareholders. The board (the "Board") of directors (the "Directors") of the Company reviews its corporate governance practices from time to time in order to meet the rising expectations of shareholders and to fulfill its commitment to excellence in corporate governance.

Board of Directors
The Board is charged with providing effective and responsible leadership for the Company. The Board takes responsibility to oversee all major matters of the Company, including the formulation and approval of the Group's overall objectives and strategies, internal control and risk management systems, monitoring its operating and financial performance, and evaluating the performance of the senior management. The Directors, individually and collectively, have to make decisions objectively in the best interests of the Company and its shareholders.

Board Diversity
The Board adopted a board diversity policy setting out the approach to diversity of members of the Board. The Company recognises and embraces the benefits of diversity of Board members. It endeavours to ensure that the Board has a balance of skills, experience and diversity of perspectives that are appropriate to the requirements of the Company's business. All Board appointments are made on a merit basis with due regard for the benefits of diversity of the Board members. Selection of candidates will be based on a range of diversity perspectives, including but not limited to gender, age, cultural and educational background, experience (professional or otherwise), skills and knowledge. The ultimate decision will be made upon the merits and contribution that the selected candidates will bring to the Board.

Board members
The Board consisted of eight Directors, of whom five are executive Directors and three are independent non-executive Directors.

Executive Directors
Mr. Gao Dekang
Ms. Mei Dong
Ms. Huang Qiaolian
Mr. Rui Jinsong
Mr. Gao Xiaodong
 
Independent Non-Executive Directors
Mr. Dong Binggen
Mr. Wang Yao
Dr. Ngai Wai Fung

Please click here for the biographies of our Directors.

Board Committees
The Board is assisted by three Board Committees each on specific areas with members of each Board Committee possessing the appropriate skills and experience to perform the required functions in each area.

Audit Committee
Dr. Ngai Wai Fung (Chairman)*
Mr. Dong Binggen*
Mr. Wang Yao*
 
Remuneration Committee
Mr. Wang Yao (Chairman)*
Mr. Gao Dekang
Mr. Dong Binggen*
 
Nomination Committee
Mr. Gao Dekang (Chairman)
Mr. Dong Binggen*
Mr. Wang Yao*

* Independent Non-Executive Director

Please click here for the Terms of Reference and Modus Operandi of the three committees.

Management Function
The articles of association of the Company set out matters which are specifically reserved to the Board for its decision. In order to enhance efficiency, the Board has delegated the day-to- day responsibilities and operations to the senior management under the supervision of the Board. The management team meets regularly to review and discuss with executive Directors on daily operational issues, financial and operating performance as well as to monitor and ensure the management is carrying out the directions and strategies set by the Board properly.

Internal Control and Risk Management
The Board has an overall responsibility for maintaining sound and effective internal control and risk management systems of the Group. The Company has conducted reviews of its systems of internal control and risk management periodically to ensure the effectiveness and adequacy of the systems. The Company convened meetings with the Audit Committee periodically to discuss financial, operational and risk management control. The Directors are of the view that the existing systems of internal control and risk management is effective and adequate to the Group.

Corporate Governance Report
The Group has complied with the applicable code provisions set out in the Corporate Governance Code (the "Code") as contained in Appendix 14 to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). For details about the Company's performance in corporate governance for the year ended 31 March 2021, please refer to the Corporate Governance Report in the Annual Report 2020/21 of Bosideng International Holdings Limited.

Please click here for the Corporate Governance Report.

Memorandum of Association
Please click here for the Amended and Restated Memorandum of Association.

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