ESR AR 2019 EN

Corporate Governance Report The management has also engaged a professional consulting firm to assist the Group in evaluating risk management framework of the Group. The Group is in the process of implementing recommendations from the consulting firm to enhance the risk management systems. In the last Audit Committee Meeting held in March 2020, the Audit Committee reviewed the ERM Framework and approach which provides a reliable basis for determining appropriate risk responses and its exposures to the Group. The Company adopted a disclosure control policy which provides a general guide to Directors, the senior management and employees on the handing and dissemination of inside information and responding to enquiries in accordance with the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance and the Listing Rules. Subsequent to the Relevant Period, at the Board meeting held on 21 March 2020, the Board conducted a review of the effectiveness of the Group’s risk management and internal control systems for the reporting year. The review covered all material controls, including financial, operational, technology and compliance controls. The Board had received a confirmation from the management on, and was satisfied with, the effectiveness and adequacy of the systems. Internal Audit The internal audit department of the Company provides independent assurance regarding the existence of adequate and effective internal control environment adopted by the Company. It reports directly to the Audit Committee, and when carrying out the duties, the internal audit department has free and unrestricted access to information and management of the Company. The internal audit department adopts a risk-based audit approach in reviewing and monitoring the adequacy and effectiveness of the Group’s risk management and internal control systems. An internal audit plan is discussed and approved by the Audit Committee on an annual basis, and a summary of major audit findings, recommendations and remediation are reported to the Audit Committee on a regular basis. The findings of the internal audit department and the remedial actions taken by the relevant departments form part of the Board’s assessment of the Group’s risk management and internal control systems. SHAREHOLDERS’ RIGHTS AND INVESTOR RELATIONS Convening an Extraordinary General Meeting In accordance with article 64 of the Articles of Association of the Company, one or more Shareholders holding, at the date of deposit of the requisition, not less than one tenth of the paid up capital of the Company having the right of voting at general meetings may request for the convening of an extraordinary general meeting. A requisition requiring an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition shall be made in writing to the Board or the Company Secretary at its principal place of business in Hong Kong at 2406-07 Man Yee Building, 68 Des Voeux Road Central, Hong Kong . Such meeting shall be held within two months after the deposit of such requisition. If within 21 days of such deposit, the Board fails to proceed to convene such meeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company. Putting Forward Proposals at General Meetings Shareholders who wish to propose resolutions may make their request to the Company to convene a general meeting in accordance with article 64 of the Articles of Association as stated above. A written notice of proposal(s) with detailed contact information of the Shareholders shall be lodged with the Company at its principal place of business in Hong Kong at 2406-07 Man Yee Building, 68 Des Voeux Road Central, Hong Kong, with a copy of the proposal delivered to the Company’s Hong Kong branch share registrar. Putting Forward Enquiries to the Board Shareholders may submit their enquiries and concerns to the Board in writing with their detailed contact information and addressed to the Board or the Company Secretary at the Company’s principal place of business in Hong Kong at 2406-07 Man Yee Building, 68 Des Voeux Road, Central, Hong Kong. The Company will not normally deal with verbal or anonymous enquiries. Constitutional Documents The Articles of Association of the Company was adopted on 12 October 2019 which became effective on the Listing Date. During the Relevant Period, no change was made to the Articles of Association of the Company. 66 Focused