1 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 2021, in the opinion of the board (the "Board") of directors (the "Director(s)") of the Company, the Company complied with all code provisions set out in the Corporate Governance Code (the "CG Code") as set out in Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), with deviation mentioned below.
Code provision E.1.2 of the CG Code stipulates that the chairman of the Board should attend the annual general meeting of the Company. Having regard to the travel restrictions in connection with the COVID-19 pandemic, the chairman of the Board did not attend the annual general meeting of the Company held on 9 June 2021. In his absence, the executive director of the Company was invited to chair the annual general meeting and the member of nomination committee of the Company was invited to attend by video/audio conferencing, and was available to answer shareholders' questions at the annual general meeting.
2 Model Code for Securities Transaction by Directors:
The Company has adopted the Model Code as set out in Appendix 10 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.
3 Audit Committee:
The Audit Committee of the Company is composed of three independent non-executive directors,namely Mr. Shea Chun Lok,Mr. Zhang Gaobo and Mr. Guo Rui. 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.
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. In addition, the Audit Committee had been delegated the responsibility to perform corporate governance duties and sustainable development duties.
4 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. Zhang Gaobo and Mr. Guo Rui. 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.
5 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. Zhang Gaobo and Mr. Guo Rui. 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. Zhang Gaobo.
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.
6. Sustainability Committee
The Sustainability Committee of the Company was established in 2023. The Sustainability Committee of the Company is composed of 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.
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 2021.
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:
For Registered Shareholders, please refer to:
-Prescribed Form for Registered Shareholders
For Non-registered Shareholders(Note 2), please refer to:
-Prescribed Form for Non-registered Shareholders
Notes: