Corporate Governance - Introduction

INTRODUCTION

The Company is committed to enhancing its corporate governance practices and to pursuing the right balance between conformance and performance in its corporate governance.

In 2004, before our listing, we established an Audit Committee and a Remuneration Committee to assist the Board in its work and to ensure these functions are the subject of rigorous, independent review.

Since our listing in October 2006, Shui On Land's commitment to corporate governance is demonstrated through the following:

The Company has embedded an ethical culture and strengthened the “tone at the top” to strive for the highest integrity standards. This has become one of our fundamental values that guide our development and drive our business performance.
The Company has pursued diversity in the Board and workforce. The Company sees increasing diversity at the Board level as an essential element in maintaining a competitive edge in the evolving environment. For gender diversity, the Board currently has three female Directors in the Board composition. As of 31 December 2022, females comprised 47% of the Group’s workforce (including senior management). As announced in January 2022 and 2023, the Company has been included in the 2022 and 2023 Bloomberg Gender-Equality Index, which is a modified market capitalization-weighted index that aims to track the performance of public companies committed to transparency in gender-data reporting.
The Company has formalised and established a risk management system based on the Committee of Sponsoring Organizations of the Treadway Commission（「COSO」） ERM framework, which has incorporated the COSO principles into daily business operations and managerial decision-making. It endeavors to foster a sound risk management culture among all employees.
To promote long-term benefits to the Group, the Company has embraced the ESG regulatory trends and is proactive in addressing the various ESG challenges and risks.
Our Memorandum and Articles of Association provide that our Board of Directors must include a majority of independent non-executive directors ("INEDs"). It also sets out the procedure for shareholders to propose a person for election as director (other than the retiring director of the Company or a person recommended by the Board of Directors).
The Board reviews its structure, size, and composition regularly to ensure that it has a balance of expertise, skills, and experience appropriate for the requirements of the business of the Company:
i) The number of INEDs exceeds the number required by Hong Kong Listing Rules;
ii) All directors, including the non-executive director and INEDs, bring a broad spectrum of valuable business experience, knowledge, and professionalism to the Board to ensure its efficient and effective functioning.
The respective functions of the Board and the management of the Company have been formalised and set out in a written document. The Board will review this document from time to time as appropriate.
Our INEDs are free of any business or other relationship which could materially interfere with the exercise of their independent judgment.
The Nomination Committee has been established since 2009 to further enhance the Group's corporate governance practices.
In January 2012, the Audit and Risk Committee was also assigned the duties to assist the Board and its Chairman in performing the corporate governance duties as required under the latest amendments to the Corporate Governance Code.
INEDs are invited to serve on the Audit and Risk, Remuneration, Nomination, Strategy, and Sustainability Committees of the Company. Our Audit and Risk Committee, Nomination Committee, Remuneration Committee, and Sustainability Committee are chaired by an INED respectively.
We established the shareholders' communication policy to ensure effective communication with shareholders.

Shui On Land Corporate Governance Organisation