COSCO SHIPPING International strongly believes that good corporate governance would build up an orderly, effective and transparent operational system, which would bring about operational efficiencies of the Company as a whole. The board of directors (the “Board”) believes that high standards and appropriately rigorous corporate governance practices are essential for the Company to enhance its accountability and transparency, and to achieve a balance of the interests of the public and the interests of its stakeholders.
The Board is mainly responsible for overseeing all major matters of the Company, including the formulation and approval of the Company’s operational strategies, management policies, internal control and risk management systems to ensure the Company’s businesses are properly operated and managed; reviewing the Company’s policies and practices on corporate governance; setting the objectives and targets with a view to enhance the Shareholders’ value to the management; and monitoring performance of the management and providing guidance to the management.
The Board of the Company comprises of six directors, including Mr. Zhu Changyu1 (Chairman and Managing Director), Mr. Ma Xianghui2, Ms. Meng Xin1, Mr. Tsui Yiu Wa, Alec3, Mr. Jiang, Simon X.3 and Mr. Kwong Che Keung, Gordon3. For profile of the Directors, please refer to Leadership.
The Board currently has six Board Committees, namely Audit Committee, Remuneration Committee, Nomination Committee, Corporate Governance Committee, Strategic Development Committee and Risk Management Committee. In addition to the above, Environmental, Social and Governance Committee has been established. Each of these Committees has defined terms of reference covering its duties, powers and functions.
Mr. Kwong Che Keung, Gordon 3 (committee chairman), Mr. Tsui Yiu Wa, Alec 3 and Mr. Jiang, Simon X. 3.
- reviewing the accounting policies and supervising the Company’s financial reporting process
- monitoring the performance of both the internal and external auditors
- monitoring the effectiveness of the financial reporting, risk management and internal control systems
- ensuring compliance with applicable statutory accounting and reporting requirements
- reviewing the financial information of the Company
- acting as the key representative body responsible to oversee the relationship between the Company and the external auditor, include the relationships involving the provision of non-audit services
Mr. Jiang, Simon X. 3 (committee chairman), Mr. Tsui Yiu Wa, Alec 3 , Mr. Kwong Che Keung, Gordon 3 and Mr. Zhu Changyu 1
- making recommendations to the Board on the policy for the remuneration of the Directors and senior management of the Company
- ensuring the remuneration offered to the Directors and senior management of the Company is appropriate for the duties and in line with market practice
- determining the remuneration packages of individual Executive Directors and senior management of the Company with delegated responsibility by the Board
- making recommendations to the Board on the remuneration of Non-executive Directors
Mr. Tsui Yiu Wa, Alec 3 (committee chairman), Mr. Jiang, Simon X. 3, Mr. Kwong Che Keung, Gordon3 and Mr. Zhu Changyu 1
- reviewing the structure, size and composition of the Board
- making recommendations to the Board on the appointment and succession planning for the Directors
- assessing the independence of Independent Non-executive Directors
- monitoring the annual checks and assessment on the members of the Board, including the suitability and the sufficiency of time commitment of Non-executive Directors
- monitoring and reviewing the implementation of the Board Diversity Policy
Mr. Zhu Changyu 1 (committee chairman), Mr. Tsui Yiu Wa, Alec 3 , Mr. Jiang, Simon X. 3 and Mr. Kwong Che Keung, Gordon 3
- formulating and reviewing the Company’s policies and practices on corporate governance
- reviewing and monitoring the training and continuous professional development of Directors and/or senior management of the Company
- reviewing the Company’s compliance with the CG Code and disclosure in the corporate governance report of the annual report
Mr. Zhu Changyu 1 (committee chairman) and Ms. Meng Xin 1
- reviewing the annual strategic development plan of the Company and monitoring the implementation of strategies
- reviewing the major investment projects and financing proposals
- reviewing the major capital deployment and project on operation of assets
- reviewing the strategic direction of the Company’s business and operational management
- reviewing and evaluating the project evaluation systems
Mr. Zhu Changyu 1 (committee chairman), Mr. Ma Xianghui2and Ms. Meng Xin 1
- monitoring the risk management framework to identify and deal with risks faced by the Group (including operational, regulatory and financial risks etc.)
- reviewing and assessing the effectiveness of the Group’s risk management framework
- monitoring the implementation of risk control
Note: 1 Executive Director; 2 Non-executive Director; 3 Independent Non-executive Director
