At Bosideng, we are 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 and internal control function, monitoring its operating and financial performance, and evaluating the performance of the senior management of the Group. The Directors, individually and collectively, have to make decisions objectively in the best interests of the Company and its shareholders.

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

Please click here for the biographies of our Directors.

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 and strives to have high transparency in the selection process of the Board. 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.

Details of the current members of the Board are set out as follows:

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

The primary duties of the Audit Committee are to review and supervise the financial reporting process and internal control procedures of the Group, nominate and monitor the external auditor, and perform other duties and responsibilities as assigned by the Board.

Remuneration Committee

The primary duties of the Remuneration Committee are to determine the remuneration packages of individual executive Directors and senior management of the Group based on the Company’s operating results, individual performance and comparable market statistics.

Nomination Committee

The primary duties of the Nomination Committee are to determine the nomination policy for the Directors, review the structure, size, diversity, and composition of the Board, identify individuals suitably qualified to become Board members, assess the independence of independent non-executive Directors and select and make recommendations to the Board regarding candidates to fill vacancies on the Board.

* Independent Non-Executive Director

Management Function

The articles of association of the Company set out matters which are specifically reserved to the Board for its decision-making. 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 and internal audit function of the Group. The Board has conducted reviews of its systems of internal control and risk management semi-annually, through the Audit Committee, to ensure the effectiveness and adequacy of the systems. The Directors are of the view that the existing systems of internal control and risk management are effective and adequate to the Group.

Downloads

• Amended and Restated Memorandum and Articles of Association
• Terms of Reference and Modus Operandi of the Board Committees
• Corporate Governance Report
• Mechanisms to Ensure Independent Views and Input Are Available to the Board of Directors
• Whistleblowing Policy
• Anti-Corruption Policy