BEWG has established a robust and effective corporate governance structure. The Board is committed to enhancing governance quality, strengthening transparency, safeguarding shareholder and stakeholder rights, and protecting their legitimate interests. Under the Group’s amended and restated Bye-laws, one-third of directors must retire by rotation at each annual general meeting, with each director stepping down at least once every three years. Nominees are assessed by the Nomination Committee before being recommended to the Board for approval. Board elections follow HKEX diversity rules, ensuring a balanced mix of skills, experience, and perspectives that align with the Group’s business needs. As of the end of 2025, three female directors were on the Board, reflecting ongoing optimisation of its composition.
The Board places strong emphasis on the Group’s sustainable development, overseeing the identification and determination of material ESG matters, advising on ESG goals, policies, and frameworks, and having overall responsibility for the Group’s strategy and management oversight. The Board has established a Sustainability Committee under it to monitor implementation, regularly review ESG target progress, and report material ESG issues to the Board through routine and special meetings. An ESG working group, comprising representatives from business and functional departments, operates under the Committee’s guidance to drive specific ESG initiatives, integrate ESG into daily operations, and periodically review goal achievement.
The Group strictly complies with the Corporate Governance Code of The Stock Exchange of Hong Kong Limited. The remuneration of Directors and senior management is ultimately determined by the Board under the authority granted by shareholders at the general meeting. The Board has established a Remuneration Committee, which is responsible for making recommendations to the Board on the remuneration packages of Directors and senior management, while the Board retains the final authority to approve such remuneration. In determining remuneration, the Company takes into account the respective duties, responsibilities and performance of Directors and senior management, as well as the overall performance of the Group. No Director is involved in deciding his or her own remuneration.
The Group conducts annual performance evaluations for its management, including the Chief Executive Officer (CEO). The performance assessment framework covers financial performance, operational efficiency and ESG indicators. Financial and operational performance metrics primarily include key business indicators such as total profit, cash collection rate and operational quality. In addition, key ESG performance indicators, including health and safety, environmental sustainability and digital transformation, are incorporated into the performance evaluation of the management, including the CEO. The assessment results are closely linked to performance-based remuneration.
BEWG places shareholder rights protection at the core of its corporate governance, adhering to the principles of fairness, justice and transparency, treating all shareholders equally with particular emphasis on safeguarding the legitimate rights and interests of minority shareholders. The Group strictly complies with regulatory requirements and has established a standardized information disclosure mechanism, disclosing operational, financial and material matters in a timely, accurate and complete manner through periodic reports, announcements and circulars. It also actively utilizes multiple online and offline channels to enhance interactive communication with shareholders, especially minority shareholders.
As a company listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the Company strictly complies with the Codes on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong (the “SFC”) (the “Takeovers Code”). Pursuant to Rule 26.1 of the Takeovers Code, subject to the granting of a waiver by the Executive, a mandatory general offer obligation arises where any person acquires 30% or more of the voting rights of the Company, or where two or more persons acting in concert collectively increase their holding of voting rights to 30% or more. This mechanism helps ensure that, in the event of a change in control of the Company, shareholders are afforded appropriate protection and are treated fairly and equally. We strictly comply with the applicable requirements of the Takeovers Code and are committed to safeguarding the fair and equitable treatment of all shareholders.
The Board is responsible for formulating and coordinating the Group's governance codes and anti-corruption strategies, with a commitment to building a incorruptible and compliance management framework. The Group's management is responsible for implementing the Board's decisions, ensuring that integrity and compliance requirements are integrated into every aspect of the Group's production, operation, and talent management. In addition, the Company has established a special leadership group for ethics and compliance to oversee employees' adherence to professional ethics, lawful and compliant conduct, and to handle any violations of professional ethics. Under the leadership of the Group's Discipline Inspection Commission and the Party Committee, the Group's Discipline Inspection Commission Office undertakes the responsibilities of supervision, disciplinary enforcement, and accountability.
The Group's Audit Centre conducts internal audit work annually, covering business ethics compliance content. This includes reviewing the implementation and results of relevant business ethics systems, achieving covers all subsidiaries under actual control once every three years, and transferring the discovered integrity issues and clues to the relevant responsible departments of the Group for handling.
We integrate integrity culture into business management. In 2025, we used diverse media like WeChat official accounts, intranet, boards, bulletin boards, and screens to strengthen integrity education, achieving full coverage and fostering a corruption-resistant atmosphere. In 2025, BEWG's business ethics training covered 100% of our employees (including full-time contract employee, intern and contractors). In addition, we sent out anti-corruption emails to our suppliers and conduct awareness and training programmes on business ethics for our suppliers to raise their awareness of anti-corruption.
- Board Anti‑Corruption Training:Four anti‑corruption training sessions were held for the Board, covering topics such as human resources management, procurement procedures, and case studies from the Independent Commission Against Corruption (ICAC). Each Board member received an average of 2 hours of training.
- Senior Management Anti‑Corruption Training:Four anti‑corruption training sessions were conducted for senior management, with each senior executive receiving an average of 170 minutes of training.
- Company‑wide Ethics and Compliance Education:Through various initiatives, including company‑wide awareness briefings (reaching over 19,700 attendances), thematic seminars for management (with more than 700 participants), and the "Sharpening Sword" talent development programme (involving 51 trainees), we carried out tiered and category‑based study and training， aiming to continuously strengthen compliance awareness across all employees.
BEWG has established the Supplier Management Policies of BEWG, which sets out regulations for suppliers in four key areas: labour and human rights, health and workplace safety, environmental protection, and anti-corruption. We implement whole process management in supplier admission, review, and evaluation, and require all suppliers to comply with the BEWG Anti-bribery and Anti-corruption Policy. Suppliers must adhere to applicable anti-corruption laws in all countries/regions where they conduct business, act transparently and with integrity, and strictly prohibit any form of corruption, criminal inducement, extortion, and bribery. Suppliers are also prohibited from directly or indirectly offering, promising, paying, or soliciting money or other benefits through bribery and/or facilitation payments, or from obtaining improper benefits directly or through intermediaries. For more details on our anti-corruption and anti-bribery requirements for suppliers, please refer to the Supplier Management Policies of BEWG.
For more information, please refer to About-Integrity Compliance sector of our website.
