Corporate Governance

COSCO SHIPPING International strongly believes that good corporate governance would build up an orderly, effective and transparent operational system, which would bring about operational efficiencies of the Company as a whole. The board of directors (the “Board”) believes that high standards and appropriately rigorous corporate governance practices are essential for the Company to enhance its accountability and transparency, and to achieve a balance of the interests of the public and the interests of its stakeholders.

Board of Directors

The Board is mainly responsible for overseeing all major matters of the Company, including the formulation and approval of the Company’s operational strategies, management policies, internal control and risk management systems to ensure the Company’s businesses are properly operated and managed; reviewing the Company’s policies and practices on corporate governance; setting the objectives and targets with a view to enhance the Shareholders’ value to the management; and monitoring performance of the management and providing guidance to the management.

The Board of the Company comprises of seven directors, including Mr. Zhu Jianhui1 (Chairman and Managing Director), Mr. Ma Jianhua1, Mr. Feng Boming2, Mr. Chen Dong2, Mr. Tsui Yiu Wa, Alec3, Mr. Jiang, Simon X.3 and Mr. Kwong Che Keung, Gordon3. For profile of the Directors, please refer to Leadership.

The Board currently has six Board Committees, namely Audit Committee, Remuneration Committee, Nomination Committee, Corporate Governance Committee, Strategic Development Committee and Risk Management Committee. Each of these Committees has defined terms of reference covering its duties, powers and functions.

Board Committees
Audit Committee

Mr. Kwong Che Keung, Gordon 3 (committee chairman), Mr. Tsui Yiu Wa, Alec 3 and Mr. Jiang, Simon X. 3.

Major Responsibilities
  • reviewing the accounting policies and supervising the Company’s financial reporting process
  • monitoring the performance of both the internal and external auditors
  • monitoring the effectiveness of the financial reporting, risk management and internal control systems
  • ensuring compliance with applicable statutory accounting and reporting requirements
  • reviewing the financial information of the Company
  • acting as the key representative body responsible to oversee the relationship between the Company and the external auditor, include the relationships involving the provision of non-audit services
Remuneration Committee

Mr. Jiang, Simon X. 3 (committee chairman), Mr. Tsui Yiu Wa, Alec 3 , Mr. Kwong Che Keung, Gordon 3 and Mr. Zhu Jianhui 1

Major Responsibilities
  • making recommendations to the Board on the policy for the remuneration of the Directors and senior management of the Company
  • ensuring the remuneration offered to the Directors and senior management of the Company is appropriate for the duties and in line with market practice
  • determining the remuneration packages of individual Executive Directors and senior management of the Company with delegated responsibility by the Board
  • making recommendations to the Board on the remuneration of Non-executive Directors
Nomination Committee

Mr. Tsui Yiu Wa, Alec 3 (committee chairman), Mr. Jiang, Simon X. 3, Mr. Kwong Che Keung, Gordon3 and Mr. Zhu Jianhui 1

Major Responsibilities
  • reviewing the structure, size and composition of the Board
  • making recommendations to the Board on the appointment and succession planning for the Directors
  • assessing the independence of Independent Non-executive Directors
  • monitoring the annual checks and assessment on the members of the Board, including the suitability and the sufficiency of time commitment of Non-executive Directors
  • monitoring and reviewing the implementation of the Board Diversity Policy
Corporate Governance Committee

Mr. Zhu Jianhui 1 (committee chairman), Mr. Tsui Yiu Wa, Alec 3 , Mr. Jiang, Simon X. 3 and Mr. Kwong Che Keung, Gordon 3

Major Responsibilities
  • formulating and reviewing the Company’s policies and practices on corporate governance
  • reviewing and monitoring the training and continuous professional development of Directors and/or senior management of the Company
  • reviewing the Company’s compliance with the CG Code and disclosure in the corporate governance report of the annual report
Strategic Development Committee

Mr. Zhu Jianhui 1 (committee chairman) and Mr. Feng Boming 2

Major Responsibilities
  • reviewing the annual strategic development plan of the Company and monitoring the implementation of strategies
  • reviewing the major investment projects and financing proposals
  • reviewing the major capital deployment and project on operation of assets
  • reviewing the strategic direction of the Company’s business and operational management
  • reviewing and evaluating the project evaluation systems
Risk Management Committee

Mr. Zhu Jianhui 1 (committee chairman) and Mr. Chen Dong 2

Major Responsibilities
  • monitoring the risk management framework to identify and deal with risks faced by the Group (including operational, regulatory and financial risks etc.)
  • reviewing and assessing the effectiveness of the Group’s risk management framework
  • monitoring the implementation of risk control

Note: 1 Executive Director; 2 Non-executive Director; 3 Independent Non-executive Director

Constitutional Documents, Policies, Guidelines, Terms of Reference and Others
Memorandum of Association
Corporate Governance Committee - Terms of Reference
Strategic Development Committee – Terms of Reference
Corporate Governance Statement of Policy
Risk Management Committee – Terms of Reference
Director Appointment Policy
Staff Code Of Conduct
Code of Conduct regarding Securities Transactions of Directors and Employees
Whistleblowing Policy
Board of Directors - Terms of Reference
Information Management Method
Audit Committee - Terms of Reference
Shareholders Communication Policy
Remuneration Committee - Terms of Reference
Procedures for a Member to Propose a Person for Election as a Director
Nomination Committee - Terms of Reference