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 nine directors, including Mr. Wang Yuhang1 (Chairman), Mr. Zhu Jianhui1 (Vice Chairman and Managing Director), Mr. Ma Jianhua2, Mr. Feng Boming2, Mr. Chen Dong2, Mr. Liu Gang1, Mr. Tsui Yiu Wa, Alec3, Mr. Jiang, Simon X.3 and Mr. Alexander Reid Hamilton3. 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.
Mr. Alexander Reid Hamilton 3 (committee chairman), Mr. Tsui Yiu Wa, Alec 3 and Mr. Jiang, Simon X. 3.
- 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; and
- 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.
Mr. Jiang, Simon X. 3 (committee chairman), Mr. Tsui Yiu Wa, Alec 3 , Mr. Alexander Reid Hamilton 3 and Mr. Zhu Jianhui 1
- 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; and
- making recommendations to the Board on the remuneration of Non-executive Directors.
Mr. Tsui Yiu Wa, Alec 3 (committee chairman), Mr. Jiang, Simon X. 3, Mr. Alexander Reid Hamilton 3 and Mr. Zhu Jianhui 1
- 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; and
- 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. Alexander Reid Hamilton 3
- 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; and
- 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), Mr. Liu Gang 1 and Mr. Feng Boming 2
- 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; and
- reviewing and evaluating the project evaluation systems.
Risk Management Committee
Mr. Zhu Jianhui 1 (committee chairman), Mr. Liu Gang 1 and Mr. Chen Dong 2
- 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; and
- monitoring the implementation of risk control.
Note: 1 Executive Director; 2 Non-executive Director; 3 Independent Non-executive Director