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Code on Corporate Governance Practices
Beijing Enterprises Water Group Limited (the "Company") is committed to maintain the quality of corporate governance so as to ensure better transparency of the Company, protection of shareholders' and stakeholders' rights and enhance shareholder value. During the year ended 31 December 2023, in the opinion of the board (“Board”) of directors (“Director(s)”), the Company complied with all code provisions set out in the Corporate Governance Code (“CG Code”) as set out in Appendix C1 of the Rule Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (“Listing Rules”).
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Model Code for Securities Transaction by Directors
The Company has adopted the Model Code as set out in Appendix C3 of the Listing Rules as the code of conduct in respect of securities transactions of the Directors (the "Mode Code"). Having made specific enquiry of all Directors, the Company has confirmed that all Directors have complied with the required standards set out in the Model Code and its code of conduct regarding Directors' securities transactions during the year under review.
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Audit Committee
The Audit Committee of the Company comprises three independent non-executive directors,namely Mr. Shea Chun Lok Quadrant, Mr. Guo Rui and Mr. Chau On Ta Yuen. The Audit Committee members performed their duties within written terms of reference formulated by the Company in accordance with the requirements of the Listing Rules from time to time. The Audit Committee is chaired by Mr. Shea Chun Lok Quadrant.
The Audit Committee is mainly responsible for considering all relationships between the Company and the auditing firm (including the provision of non-audit services), monitoring the integrity of the Company's financial statements and issues arising from the audit as well as the review of the Group's risk management and internal control systems whereby the Board had delegated such responsibility to Audit Committee to perform corporate governance duties.
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Nomination Committee
The Nomination Committee of the Company was established in 2012. The Nomination Committee comprises one executive director namely Mr. Xiong Bin and two independent non-executive directors namely Mr. Guo Rui and Mr. Shea Chun Lok Quadrant.The Nomination Committee members performed their duties within written terms of reference formulated by the Company in accordance with the requirements of the Listing Rules from time to time.The Nomination Committee is chaired by Mr. Xiong Bin.
The Nomination Committee is mainly responsible of formulating policy and making recommendations to the Board on nominations, appointment and re-appointment of directors and board succession.
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Remuneration Committee
The Remuneration Committee of the Company was established in 2008. The Remuneration Committee comprises one executive director namely Mr. Tung Woon Cheung Eric and two independent non-executive directors namely Mr. Guo Rui and Mr. Shea Chun Lok, Quadrant. The Remuneration Committee members performed their duties within written terms of reference formulated by the Company in accordance with the requirements of the Listing Rules from time to time. The Remuneration Committee is chaired by Mr. Guo Rui.
The Remuneration Committee is mainly responsible of developing remuneration policies and in overseeing remuneration packages of the directors whether the emoluments offered are appropriate to the duties and performance of the respective individuals concerned.
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Sustainability Committee
The Sustainability Committee of the Company was established in 2023. The Sustainability Committee of the Company comprises two executive directors namely Mr. Li Li and Mr. Tung Woon Cheung Eric and an independent non-executive director namely Mr. Guo Rui. The Sustainability Committee members performed their duties within written terms of reference formulated by the Company in accordance with expectation from stakeholders. The Sustainability Committee is chaired by Mr. Li Li.
The sustainability committee is responsible for monitoring and reporting to the Board on the implementation and effectiveness of the environmental, social and governance ("ESG") management. It also prioritises the material ESG issues, evaluates the risks and opportunity due to climate change, review and monitors the achievement of environmental targets and evaluates the impacts of the ESG performances of the Company on its stakeholders, including employees, shareholders, customers, suppliers, business associates and local communities.
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List of Directors and their Roles and Functions
Procedures for Shareholders to Propose a Person for Election as a Director
Memorandum of Association and Bye-laws
More details in relation to the Group's principal corporate governance practices can be found in our latest Corporate Governance Report 2023
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DISSEMINATION OF CORPORATE COMMUNICATIONS
Beijing Enterprises Water Group Limited (the “Company”) implements, with effect from 29 April 2024, the following arrangements for dissemination of Corporate Communications(Note 1) pursuant to Rule 2.07A(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the amended and restated bye-laws of the Company:
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For Registered Shareholders, please refer to:
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For Non-registered Shareholders(Note 2), please refer to:
-Prescribed Form for Non-registered Shareholders
Should you have any queries relating to any of the above matters, please contact the Company c/o Tricor Tengis Limited at (852) 2980 1333 or send your queries by email to is-bewg-ecom@vistra.com.Notes:
1.“Corporate Communications” refer to any documents issued or to be issued by the Company for the information or action of holders of any of its securities or the investing public, including but not limited to the directors’ report and annual accounts together with a copy of the auditors’ report, the interim report, a notice of meeting, a circular and a proxy form.2.“Non-registered Shareholder” means such person or company whose shares in the Company are held in the Central Clearing and Settlement System (CCASS) and who has notified the Company from time to time through Hong Kong Securities Clearing Company Limited to receive Corporate Communications.