Shun Tak Holdings Limited has no relations with 「信德集團線上APP」or 「香港信德股票有限公司」
The Group has firmly established a clear set of policies to ascertain fairness in all operations and ensure that all activities are carried out in the best interest of its shareholders.
(Extracted from 2023 Annual Report dated 26 March 2024)
The Remuneration Committee consists of six members, namely, Mr. Norman Ho, Mr. Charles Ho, Mr. Michael Wu and Mr. Kevin Yip (all being INEDs), Ms. Pansy Ho (Group Executive Chairman and Managing Director) and Ms. Daisy Ho (Executive Director and Deputy Managing Director). Mr. Michael Wu is the chairman of the Remuneration Committee.
The principal role of the Remuneration Committee is to set the Company’s remuneration and incentive policy as a whole, and review and approve remuneration proposals for Executive Directors and senior management. The emoluments of the Directors, including basic salary and performance bonus, are based on each Director’s skills, knowledge and involvement in the Company’s affairs, the Company’s performance and profitability, remuneration benchmark in the industry and prevailing market conditions. No Director has taken part in setting his or her own remuneration.
According to its terms of reference (a copy of which is posted on the websites of the Company and the Stock Exchange), the Remuneration Committee shall meet at least once a year. Additional meetings may be held as required. Decisions may also be made by circulation of written resolutions accompanied by explanatory materials.
During the year ended 31 December 2023, a Remuneration Committee meeting was held. The Remuneration Committee reviewed, made recommendation on INEDs’ remuneration packages to the Board, approved the remuneration packages for Executive Directors, senior management and staff, and approved the Remuneration Committee Report as incorporated in the 2022 Annual Report.
The remuneration policy of the Company (the “Remuneration Policy”) establishes a formal and transparent procedure for determining remuneration of Directors and senior management. To achieve the Company’s corporate goals and objectives, packages offered by the Group are competitive, adequate (but not excessive), in line with current market practices and able to attract, retain, motivate and reward Directors and senior management. To ensure that the Remuneration Policy is effective, the Remuneration Committee will review the policy and recommend revisions to the Board when necessary. The Remuneration Policy was updated in December 2017.
Directors’ interests in the Company’s shares, underlying shares and debentures, along with interests in contracts, are set out in “Report of the Directors”. Particulars regarding Directors’ emoluments and the five highest paid individuals are set out in “Notes to the Financial Statements” in this annual report.
(Extracted from 2023 Annual Report dated 26 March 2024)
The Nomination Committee consists of six members, namely, Mr. Norman Ho, Mr. Charles Ho, Mr. Michael Wu and Mr. Kevin Yip (all being INEDs), Ms. Pansy Ho (Group Executive Chairman and Managing Director) and Ms. Daisy Ho (Executive Director and Deputy Managing Director). Ms. Pansy Ho is the chairman of the Nomination Committee.
The Nomination Committee is responsible for (i) formulating policy and making recommendations to the Board on nomination and appointment of Directors and the Board’s succession planning; and (ii) monitoring the implementation of the Board Diversity Policy and nomination policy (the “Nomination Policy”) and reviewing the same and recommending any revisions to the Board for consideration. The Nomination Committee develops selection procedures for candidates and will consider different criteria including relevant professional knowledge, industry experience, and the standards set forth in Rules 3.08 and 3.09 of the Listing Rules. It reviews the structure, size and composition of the Board annually to ensure that it has balanced skills and expertise to provide effective leadership to the Company. It assesses the independence of INEDs under the criteria in Rule 3.13 of the Listing Rules.
According to its terms of reference (a copy of which is posted on the websites of the Company and the Stock Exchange), the Nomination Committee shall meet as required by its work. Decision may also be made by circulation of written resolutions accompanied by explanatory materials.
During the year ended 31 December 2023, a Nomination Committee meeting was held to review the structure, size, composition and diversity of the Board; the Directors’ involvement in the Company’s affairs; the implementation and effectiveness of the Board Diversity Policy and Nomination Policy; and the independence of INEDs; and make recommendations to the Board for putting forward Directors, who were subject to retirement by rotation, for re-appointment at 2023 AGM; and approve the Nomination Committee Report as incorporated in the 2022 Annual Report.
In December 2018, the Company adopted the Nomination Policy which sets out the nomination procedures and the process and criteria to select and recommend candidates for directorship. The Nomination Committee would select the candidates based on the objective criteria, including without limitation, educational background, professional experience, skills, knowledge, personal qualities and the benefit of diversity as set out under the Board Diversity Policy. The Nomination Committee would also take into account whether the candidate can demonstrate his/her commitment, competence and integrity required for the position, and in case of INEDs, the independence requirements under the Listing Rules and their time commitment to the Company. The Nomination Committee monitors the implementation of the Nomination Policy and will review and recommend any revisions to the Board for consideration and approval, when necessary, to enhance effectiveness. The Nomination Policy was updated in March 2022.
(Extracted from 2023 Annual Report dated 26 March 2024)
The Audit and Risk Management Committee consists of three members, namely, Mr. Norman Ho, Mr. Michael Wu and Mr. Kevin Yip, all being INEDs. Mr. Norman Ho is the chairman of the Audit and Risk Management Committee. The Board is satisfied that the Audit and Risk Management Committee members collectively possess adequate financial experience to properly perform its duties and responsibilities. Mr. Norman Ho and Mr. Michael Wu hold professional accounting qualifications required by Rule 3.10(2) of the Listing Rules, details of which are set out in their biographies in “Management Profile” in this annual report.
The Audit and Risk Management Committee’s primary responsibilities include reviewing the Company’s financial reports, risk management and internal control systems (including, among others, risks relating to ESG), and effectiveness and objectivity of the audit process.
According to its terms of reference (a copy of which is posted on the websites of the Company and the Stock Exchange), the Audit and Risk Management Committee shall meet at least twice a year. Decisions may be made by circulating written resolutions accompanied by explanatory materials.
During the year ended 31 December 2023, two Audit and Risk Management Committee meetings were held to review, inter alia, (i) the Company’s interim and year-end financial reports, particularly areas requiring judgement, before submission to the Board; (ii) the internal audit programme and the effectiveness of the internal audit function (including audit progress, findings and management’s responses); (iii) the adequacy and effectiveness of the risk management and internal control systems (including the risk management processes, the principal risks identified and risk mitigation controls); (iv) PwC’s confirmation of independence, its reports for the Audit and Risk Management Committee and management’s letter of representation; (v) the fees for annual audit and non-audit services for the year ended 31 December 2022 and recommendations regarding re-appointment of the Company’s external auditor; and (vi) the adequacy of resources, qualifications, experiences and training requirements of staff responsible for accounting, financial reporting, treasury, financial analysis, ESG and internal audit functions and approved the Audit and Risk Management Committee Report as incorporated in the 2022 Annual Report.
The Audit and Risk Management Committee also reviewed continuing connected transactions; reviewed and approved PwC’s terms of engagement as the Company’s external auditor for the year ended 31 December 2023, and its further engagement to (a) review the Company’s preliminary results announcement for the year ended 31 December 2023; and (b) report on continuing connected transactions as disclosed in this annual report. As at the date of this report, the Audit and Risk Management Committee also approved the fees for annual audit and non-audit services for year ended 31 December 2023, and recommended the re-appointment of PwC (the retiring auditor at the forthcoming AGM) as the Company’s external auditor.
With the introduction of the Group’s whistleblowing policy (the “Whistleblowing Policy”) since December 2011 and its updates in August 2017 and March 2022, employees and those who deal with the Group (e.g. customers and suppliers) are provided with a channel and guideline to report suspected misconduct, malpractice or irregularity within the Group without fear of reprisal or victimization. The Audit and Risk Management Committee was delegated with the overall responsibility for monitoring and reviewing the effectiveness of the Whistleblowing Policy.
To promote and support anti-corruption laws and regulations, the Group has set up systems and internal procedures for prevention of bribery, fraud and corruption. Details of the procedures are set out in the Group’s code of conduct and communicated across all business units and relevant trainings are provided to employees. Regular seminars, including presentations by the Hong Kong Independent Commission Against Corruption, are organised for new and existing employees.
Shun Tak Group’s risk management (including, among others, risks relating to ESG) and internal control responsibilities reside at all levels within the Group, from the Board down to heads of business and supporting units as well as the general staff. The Board has overall responsibility for ensuring that appropriate and effective risk management and internal control systems (including, among others, risks relating to ESG) are established and maintained. The Executive Committee assists the Board in designing, implementing and monitoring the Group’s risk management and internal control systems (including, among others, risks relating to ESG) which have been designed to ensure:
Such systems are aimed at mitigating risks faced by the Group to an acceptable level, but not eliminating all risks. Hence, such systems can only provide reasonable, but not absolute, assurance that there will not be any material misstatement in the financial information and any financial loss or fraud.
The Board has established a framework to maintain appropriate and effective risk management and internal control systems (including, among others, risks relating to ESG), which includes the following key procedures:
Through the Audit and Risk Management Committee, the Board continues to review the effectiveness of the Group’s risk management and internal control systems, including financial, operational, compliance, information technology and security, fraud detection and risk management (including, among others, risks relating to ESG) controls. Such process encompasses a self-assessment from the head of each business or supporting unit and internal audit reviews conducted by the Group Internal Audit Department (“GIAD”).
Control self-assessment from the Head of each Business or Supporting Unit
On an annual basis, the head of each business or supporting unit signs a confirmation to the Board that he/she has self-assessed the risk management and internal control systems (including, among others, risks relating to ESG) of their operations against the criteria for effective internal control and risk management in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (the “COSO Framework”) and confirms that such systems are operating effectively.
The Executive Committee also conducts an annual review of the Group’s risk management and internal control systems (including, among others, risks relating to ESG) with reference to the criteria in the COSO Framework and confirms to the Board that they are adequate and are operating effectively.
Internal audit reviews conducted by GIAD
The GIAD reports to the Audit and Risk Management Committee and has unrestricted access to the Group’s records and personnel. To ensure systematic coverage of all auditable areas and effective deployment of resources, a four-year strategic audit plan adopting a risk ranking methodology has been formulated. This plan is revised annually to reflect organisational changes and new business development and is submitted for the Audit and Risk Management Committee’s approval. Ad-hoc reviews will also be conducted if areas of concern are identified by the Audit and Risk Management Committee and management.
The GIAD reviews risk management and internal controls by:
The GIAD also assists the Audit and Risk Management Committee in its reviews of the adequacy of resources, qualifications, experiences and training requirements of staff responsible for accounting, financial reporting, treasury, financial analysis, ESG and internal audit functions. During each audit, staff qualifications and experience as well as manpower plans and training budgets are also reviewed to ensure competent staff are in place to maintain effective risk management and internal control systems. An audit report incorporating control deficiencies findings and management’s rectification plans is issued for each audit.
The GIAD reports quarterly to the Audit and Risk Management Committee on the results of its assessment of the risk management and internal control systems (including, among others, risks relating to ESG) and status of implementation of follow-up actions on control deficiencies. In addition, the head of the GIAD attends Audit and Risk Management Committee meetings twice a year to report its progress.
The process used to identify, evaluate and manage risks (including, among others, risks relating to ESG)
Risk management is integrated into the Group’s culture and day-to-day activities. With reference to International Standard on Risk Management-Principles and Guidelines (“ISO31000”), policies and procedures on risk management have been established to ensure a consistent approach to identify and address risks (including, among others, risks relating to ESG) in business processes. The Board has established a well-defined Risk Appetite to guide employees on the level of risk permitted. Each unit maintains a risk register to record all identified risks (including any emerging risks) by taking into account various external and internal factors including economic, financial, political, technological, ESG, health and safety, legislation and regulations, operational, processing and execution as well as the Group’s strategies and objectives and stakeholders’ expectations. A formal assessment is conducted to rank each of the identified risk. The risk ratings are determined based on the likelihood of a risk occurring and its potential impact or consequences.
Risk treatment options and mitigation controls are identified, analysed, implemented and reviewed. Risk management results are reported to the Executive Committee and the Audit and Risk Management Committee twice a year.
The Group’s financial performance, operations and prospects for growth may be affected by risks and uncertainties, both direct and indirect. Based on the Group’s risk assessment procedures, key risk factors are identified and are set out below (For details of the ESG risks, please refer to the Group’s sustainability report which was separately issued in April 2024) but they are not exhaustive or comprehensive and there may be additional risks not yet known to the Group or known risks whose significance will appear only in the future:
The Group’s risk management and internal control systems ensure the proper identification, management and mitigation of risks (including, among others, risks relating to ESG). The Executive Committee, together with a panel of senior management and working groups who are experienced in business development, fuel hedging, crisis management, safety, health and environmental protection, business continuity and information technology, closely monitor potential risks to minimise their impact (if any) on the Group; and explore ways to develop and enhance services and products, reduce cost and generate income for the Group.
Subject to the provisions under the Companies Ordinance (Cap. 622), the Rules Governing The Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the Articles of Association of the Company (the “Articles”), shareholders of the Company shall have rights to propose a person for election as a director of the Company (the “Election”) at an annual general meeting (“AGM”), provided that the total number of directors shall not exceed the maximum number fixed by or in accordance with the Articles.
Shareholder who wishes to propose a person other than a retiring director of the Company for election as a director at the AGM should deposit a written notice to that effect at the registered office (address shown below) of the Company for the attention of the Company Secretary.
Penthouse 39th Floor, West Tower, Shun Tak Centre
200 Connaught Road Central, Hong Kong
The written notice signed by the shareholder (not being the person to be proposed) qualified to attend and vote at the AGM should include the following information:
The written notice must be lodged with the Company at its registered office during a 7-day period commencing from the day after the despatch of the notice of AGM appointed for such election (or such other period, being a period of at least 7 days commencing no earlier than the date after the despatch of the notice of AGM and ending no later than 7 days prior to the date of AGM, as may from time to time be determined by the Board and notified to the shareholders). If the written notice is lodged less than 15 business days prior to the date of the AGM, the Company will need to consider the adjournment of the AGM in order to allow shareholders 10 business days notice (or such notice period under the applicable rules and regulations) of the proposal.
Upon receipt of the signed written notice and due verifications on information provided, the Company shall provide information to shareholders regarding the proposal as soon as practicable, without prejudice to any applicable rules and regulations as effective from time to time.
The Group has a Whistleblowing Policy which ensures a mechanism for our employees and those who deal with the Group, to raise their concerns about any suspected misconduct, malpractice or irregularity within the Group. The Board’s Audit and Risk Management Committee has the overall responsibility to monitor the Group’s whistleblowing mechanism. All whistleblowing reports will be handled in the strictest confidence, and the Group will endeavour to protect whistleblowers who made the report in good faith, from any unfair treatment or reprisal, where circumstances warrant.
The scope of the Group’s Whistleblowing Policy includes suspected fraud, breach of law and regulatory requirements, or any malpractice, impropriety or irregularities but it is not designed to handle enquiries or complaints of the Group’s products or services or any questioning of financial or business decision taken by the Group or any staff matters which have been addressed under the Group’s Equal Opportunities Policy. The Group reserves the right to take appropriate actions against any persons who make reports in bad faith.
Whistleblowing report can be made by calling our Whistleblowing Hotline: (852) 2859 4600 or in writing in the standard form and send to the following mailing address or email account:
