Corporate Governance Report FORWARD TOGETHER 70 The Board is pleased to present this corporate governance report setting out a discussion of the corporate governance practices adopted and observed by the Group. CORPORATE GOVERNANCE PRACTICES The Group is committed to achieving high corporate governance standards to safeguard the interests of its stakeholders. The Company has applied the principles in the Corporate Governance Code (“CG Code”) in Part 2 of Appendix 14 of the Listing Rules by conducting its business by reference to the principles of the CG Code and emphasising such principles in the Company’s governance framework. It is in the opinion of the Directors that the Company has complied with all the code provisions as set out in the CG Code during the year ended 31 December 2022 (the “Year”). THE BOARD Board Compositions During the Year and as at the date of this annual report, the composition of the Board is as follows: Executive Directors Mr Jinchu SHEN (Group Co-founder & Co-CEO) Mr Stuart GIBSON (Group Co-founder & Co-CEO) Non-executive Directors Mr Jeffrey David PERLMAN (Chairman of the Board) Mr Charles Alexander PORTES (Group Co-founder) Mr Wei HU Mr David Alasdair William MATHESON (retired at the annual general meeting (the "AGM") held on 1 June 2022) Mr Hwee Chiang LIM (appointed on 20 January 2022) Dr Kwok Hung Justin CHIU (appointed on 20 January 2022) Mr Rajeev Veeravalli KANNAN (appointed on 20 January 2022) Independent Non-executive Directors Mr Brett Harold KRAUSE The Right Honourable Sir Hugo George William SWIRE, KCMG (retired at the AGM held on 1 June 2022) Mr Simon James MCDONALD Ms Jingsheng LIU Mr Robin Tom HOLDSWORTH (retired at the AGM held on 1 June 2022) Ms. Serene Siew Noi NAH (appointed on 19 April 2022) Ms. Wei-Lin KWEE (appointed on 25 May 2022) The biographical details of the Directors are set out in the section of “Board of Directors” of this annual report. There is no financial, business, family or other material or relevant relationship between members of the Board. Chairman and Chief Executive Mr Jeffrey David Perlman, the Chairman of the Board and Non-executive Director of the Company, is responsible for the formulation of strategic directions and for the high level oversight of the management and operations of the Group. The role of chief executive is jointly assumed by Mr Jinchu Shen, the Executive Director, Group Co-founder and Co-CEO, and Mr Stuart Gibson, the Executive Director, Group Co-founder and Co-CEO. The Co-CEOs are responsible for the management and conduct of the Group’s business, overall risk control and daily business operation. There is a clear division of the management of the Board and the day-to-day management of business of the Company among the Chairman of the Board and the Co-CEOs, ensuring the existence of checks and balances mechanism in the exercise of power and decision-making process of the Board. Term of Appointment of Non-executive Directors Each of the Non-executive Directors and Independent Non-executive Directors has entered into a letter of appointment with the Company for a term of three years unless terminated by one month’s written notice. The appointment of all the Directors is subject to the retirement by rotation requirements under article 108 of the Articles of Association of the Company. Any removal of the Directors are subject to the relevant provisions of the Companies Ordinance (Cap.622, Laws of Hong Kong) and also article 105 of the Articles of Association of the Company.
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