一直以来，该公司致力于维持高标准的公司治理做法，以维护其股东利益并加强本集团的履行情况。董事会（“董事会”）不时（董事会“）审查和提高其公司治理实践，以确保本集团受到有效董事会的领导下，以优化其股东回报。
公司治理码
全年截至2020年6月30日止年度，该公司已遵守本公司治理守则（“CG守则”）的所有适用守则规定，如上市规则的附录14所载，但代码条款除外，A.6.4和E.1.2。
Code provision A.6.4 is in relation to guidelines for securities dealings by relevant employees. Under code provision A.6.4, the Board should establish written guidelines on no less exacting terms than the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) set out in Appendix 10 of the Listing Rules for its relevant employees in respect of their dealings in the securities of the Company. Instead of following the Model Code strictly, the Board has established its own guidelines which are not on no less exacting terms than the Model Code. Such deviation from the CG Code is considered necessary because of the huge size of employees of the Group which is around 44,000 and the Group’s diversified businesses. For these reasons, to follow the exact guidelines of the Model Code will cause immense administrative burden to the Company in processing written notifications from the relevant employees who deal in the securities of the Company, which can be avoided under the Company’s own guidelines.
Code provision E.1.2 provides that the chairman of the board should attend the annual general meeting. Dr. Cheng Kar-Shun, Henry, the Chairman of the Board, was unable to attend the annual general meeting of the Company held on 19 November 2019 (the “AGM”) due to his other engagement. Dr. Cheng Chi-Kong, Adrian, Executive Vicechairman & General Manager (the Executive Vice-chairman & Chief Executive Officer effective from 1 May 2020) of the Company who took the chair of the AGM, together with other members of the Board who attended the AGM, were of sufficient calibre for answering questions at the AGM and had answered questions at the AGM competently.
董事证券交易
本公司已通过其董事作为其自身的证券交易行为规范的典范。
所有董事都提出了具体的询问，他们确认他们遵守了截至2020年6月30日止年度的模型代码所载所需的必要标准。
Board Governance
Board of Directors
作品
Mr. So Chung-Keung, Alfred and Mr. Au Tak-Cheong resigned as Executive Directors with effect from 1 January 2020 and 1 April 2020 respectively. With effect from 1 May 2020, Dr. Cheng Chi-Kong, Adrian was re-designated from the Executive Vice-chairman & General Manager to Executive Vice-chairman & Chief Executive Officer. Further, Ms. Huang Shaomei, Echo and Ms. Chiu Wai-Han, Jenny were appointed as Executive Directors (the “Board Changes”), both with effect from 1 May 2020.
As at 30 September 2020, the Board comprises a total of 16 Directors, being seven Executive Directors, three Non-executive Directors and six Independent Non-executive Directors. The number of Independent Non-executive Directors represents more than one-third of the Board as required by Rule 3.10A of the Listing Rules. The biographies of the Directors are set out from pages 48 to 56 of this annual report.
As disclosed in the announcement of the Company issued on 25 September 2020, Ms. Ki Man-Fung, Leonie (“Ms. Ki”) had tendered her resignation as Non-executive Director with effect from 1 October 2020. Subsequent to Ms. Ki’s resignation, the Board will comprise a total of 15 Directors, being seven Executive Directors, two Nonexecutive Directors and six Independent Non-executive Directors.
All Directors have entered into formal letters of appointment with the Company, each for a term of three years, subject to retirement by rotation in accordance with the articles of association of the Company (the “Articles of Association”).
Article 103(A) of the Articles of Association provides that at each annual general meeting, one-third of the Directors for the time being (or if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Also, pursuant to Article 94 of the Articles of Association, any Director appointed to fill a casual vacancy or as an addition to the Board is subject to re-election at the next following general meeting or next following annual general meeting of the Company respectively.
To ensure that Directors have spent sufficient time on the affairs of the Company, all Directors have annually disclosed to the Company the level of time involved in performing the duties of his/her position held in the Company and other public companies or organisations or other major appointments.
执行副主席& Chief Executive Officer and Other Executive Directors
董事长Cheng Kar-Shun博士领导了董事会并确保董事会有效地运作，并及时讨论所有重要问题。郑志江博士，阿德里安, the Executive Vice-chairman & General Manager (re-designated as the Executive Vice-chairman & Chief Executive Officer from 1 May 2020), oversees the Company’s day-to-day businesses and the implementation of major strategies and policies of the Company. Each of the other Executive Directors takes up different responsibilities according to their own expertise. The responsibilities of the Chairman, the Executive Vice-chairman & General Manager / the Executive Vicechairman & Chief Executive Officer, and the other Executive Directors are clearly set out in their respective letters of appointment. The positions of the Chairman and the Executive Vice-chairman & General Manager / the Executive Vice-chairman & Chief Executive Officer, are held by separate individuals so as to maintain an effective segregation of duties.
非执行董事
非执行董事（包括独立非执行董事）提供有关判断本公司的发展，履行和风险管理的独立判断的相关职能。他们与执行董事具有与关怀和技能和信托义务相同的职责。
在dependence of Independent Non-executive Directors
The Company has received annual confirmation of independence from all Independent Non-executive Directors in accordance with Rule 3.13 of the Listing Rules. The Board is of the view that all Independent Non-executive Directors are independent in accordance with the Listing Rules.
During the year, Independent Non-executive Directors met quarterly with members of senior management and representatives from major business units, which provided a good opportunity for Independent Non-executive Directors to better understand the businesses of the Group and to discuss a wide range of issues concerning the business of the Group.
董事会的作用
董事会监督本集团的管理，业务，战略方向和财务业绩。它集体负责公司的管理和运营。董事会是本公司的最终决策机构，但需要根据本协会章程，上市规则或其他适用法律法规批准股东的事项。
Day-to-day businesses of the Company are delegated to the management team which works under the leadership and supervision of the Executive Vice-chairman & General Manager / the Executive Vice-chairman & Chief Executive Officer and the Executive Committee of the Board as discussed in sections below.
公司治理Functions
董事会负责履行本公司的公司治理职责，包括：
（一种） to develop and review the Company’s policies and practices on corporate governance;
（b） to review and monitor the training and continuous professional development of the Directors and senior management;
（C） 审查和监督公司的政策和实践，符合法律和监管要求;
（d） to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and the Directors; and
（e） 审查公司遵守上市规则附录14（公司治理码和公司治理报告）。
The Group complied with all major aspects of laws and regulations that are significant to its business operations. There were no threatened or concluded cases of material nature in connection with legal compliance during the year.
董事会会议
Regular Board meetings are held at least four times a year with at least 14 days’ notices and additional meetings with reasonable notices are held as and when the Board considers appropriate. The Company Secretary assists the Chairman in preparing agenda for each meeting. Draft agenda for each Board meeting is circulated to all Directors to enable them to include other matters into the agenda. Agenda accompanying board papers are sent to all Directors at least three days before each regular Board meeting. Board decisions are voted upon at the Board meetings. The Company Secretary records all matters considered by the Board, decisions reached and any concerns raised or dissenting views expressed by the Directors. Minutes of meetings are kept by the Company Secretary with copies circulated to all Directors for information and records.
董事培训
每个新任命的董事提供的necessary induction and information to ensure that he/she has a proper understanding of the Company’s operations and businesses as well as his/her responsibilities under the relevant statues, laws, rules and regulations. From time to time, the Company Secretary also provides the Directors with updates on the latest development and changes in the Listing Rules and other relevant legal and regulatory requirements.
The Executive Vice-chairman and General Manager / the Executive Vice-chairman & Chief Executive Officer reports Group business activities including operations review, segment performance, strategies and new initiatives at regular Board meetings. In addition, all Directors are provided with monthly updates on major business segments performance and year-to-date financials. All these give the Board a balanced and understandable assessment of the Group’s performance, position and prospects and enable the Board as a whole and each Director to discharge their duties.
All Directors are encouraged to participate in continuous professional development activities to develop and refresh their knowledge and skills. From time to time, the Company has arranged in-house trainings for the Directors in the form of seminars and reading materials. A summary of training received by the Directors for the year ended 30 June 2020 according to the records provided by the Directors is as follows:
持续专业发展的类型
Name of Directors 关于公司治理，监管发展和其他相关主题培训 Attending corporate events or visits
:::执行董事:::
亨利诚卡尚博士 ✓ -
郑志江博士，阿德里安 ✓ ✓
Mr. Cheng Chi-Heng ✓ -
索尼娅郑志曼女士 ✓ -
Au Tak-Cheong先生* ✓ ✓
SITT NAM-HOI先生 ✓ ✓
Mr. So Chung-Keung, Alfred* ✓ -
Huang Shaomei女士，回声# ✓ -
邱伟汉女士，珍妮# ✓ ✓
::: Non-executive Directors :::
Mr. Doo Wai-Hoi, William ✓ -
彼得成卡盛先生 ✓ -
莱昂·勒芒女士 ✓ -
::: Independent Non-executive Directors :::
杨鹏先生，霍华德 ✓ ✓
Cha Mou-Sing先生，Payson ✓ -
Mr. Cha Mou-Zing, Victor (Alternate Director to Mr. Cha Mou-Sing, Payson) ✓ -
Mr. Ho Hau-Hay, Hamilton ✓ ✓
Mr. Lee Luen-Wai, John ✓ ✓
Mr. Liang Cheung-Biu, Thomas ✓ ✓
Mr. Ip Yuk-Keung, Albert ✓ ✓
* Mr. Au Tak-Cheong and Mr. So Chung-Keung, Alfred resigned as Directors with effect from 1 April 2020 and 1 January 2020 respectively
# 任命为董事于2020年5月1日起效果
Board Committees
董事会通过代表团向各自的董事会级别委员会，即执行委员会，审计委员会，薪酬委员会，提名委员会和可持续发展委员会的某些责任。所有董事会委员会根据其自己的职权范围受到董事会授权，该条款已发布在香港交易所的网站和/或公司网站上。
Executive Committee
会员：
执行董事 亨利成卡尚博士（董事长）
郑志江博士，阿德里安
Mr. Cheng Chi-Heng
索尼娅郑志曼女士
Au Tak-Cheong先生*
SITT NAM-HOI先生
Mr. So Chung-Keung, Alfred*
Huang Shaomei女士，回声#
邱伟汉女士，珍妮#
* Mr. Au Tak-Cheong and Mr. So Chung-Keung, Alfred resigned as Directors with effect from 1 April 2020 and 1 January 2020 respectively
# 任命为董事于2020年5月1日起效果
The Board has delegated to the Executive Committee comprising all Executive Directors with authority and responsibility for handling the management functions and day-to-day operations of the Company, while reserving certain key matters such as the declaration of interim dividend, making recommendation of final dividend or other distributions for the approval by the Board. The Executive Committee monitors the execution of the Company’s strategic plans and the operations of all business units of the Company, and manages and develops generally the businesses of the Company. The Executive Committee meets regularly as and when necessary.
Audit Committee
会员：
在dependent Non-executive Directors John Lee Luen-Wai先生（董事长）
杨鹏先生，霍华德
Cha Mou-Sing先生，Payson
Mr. Ho Hau-Hay, Hamilton
Mr. Liang Cheung-Biu, Thomas
Mr. Ip Yuk-Keung, Albert
审计委员会由所有独立的非执行董事组成，负责审查本集团的财务管制及其风险管理和内部控制系统。审计委员会旨在审查和监控外部审计师的独立性和客观性以及根据适用标准的审计过程的有效性。它还审查内部审计计划，并确保内部审计功能充分资源并有效。
During the year, the Audit Committee met twice and reviewed the audited financial statements of the Company for the year ended 30 June 2019 and the unaudited interim financial statements of the Company for the six months ended 31 December 2019 with recommendations to the Board for approval, reviewed reports on risk management and internal control systems of the Group, and discussed with the management and the external auditors on the accounting policies and practices which may affect the Group and the financial reporting matters. Furthermore, the Audit Committee reviewed the framework and policy of risk management, the system of internal control and the financial statements for the year ended 30 June 2020 of the Company with recommendation to the Board for approval.
薪酬委员会
会员：
在dependent Non-executive Directors Mr. Ho Hau-Hay, Hamilton (Chairman)
杨鹏先生，霍华德
Cha Mou-Sing先生，Payson
Mr. Lee Luen-Wai, John
Executive Director 亨利诚卡尚博士
The Remuneration Committee is responsible for making recommendations to the Board on the Company’s policy and structure on the remuneration of all Directors and senior management of the Company and on the establishment of a formal and transparent procedure for developing remuneration policy for the Company for approval by the Board. It shall also make recommendations to the Board on the remuneration packages of individual Executive Director and senior management.
个人执行董事和高级管理层的薪酬是根据本公司的职责和责任，公司的表现以及行业的薪酬基准以及现行市场状况厘定。该公司的人力资源部门为薪酬委员会提供有关薪酬数据，薪酬基准，市场分析和提案提供了材料。薪酬套餐是基于绩效和与公司的盈利能力相关联，旨在竞争吸引和留住才华横溢的员工。
年内,薪酬委员会会面ce and reviewed the remuneration policy of the Company, including that for the Directors and senior management of the Company. The remuneration for the Executive Directors comprises basic salary, pensions and discretionary bonus. Share options have been granted to all Directors and senior management to subscribe for shares in the Company under the Company’s share option scheme. In addition, a Director was granted options under share option scheme of a listed subsidiary of the Group to subscribe for shares in that listed subsidiary. Details of the remuneration paid to the Directors and members of senior management for the financial year ended 30 June 2020 are disclosed in the notes to the financial statements.
提名委员会
会员：
Executive Director 亨利成卡尚博士（董事长）
在dependent Non-executive Directors Mr. Lee Luen-Wai, John
Mr. Liang Cheung-Biu, Thomas
Mr. Ip Yuk-Keung, Albert
The Nomination Committee is responsible for reviewing the structure, size and composition of the Board, assessing the independence of Independent Non-executive Directors taking into account the independence requirements set out in Rule 3.13 of the Listing Rules, and making recommendations to the Board on appointment and re-appointment of Directors.
提名委员会在本年度举行会面，并建议董事会更改。它还审查了董事会的结构，尺寸和组成，并认为董事会由各种各样的成员组成，并提供了适合本集团业务需求的技能和经验的良好平衡。
For the retiring Directors standing for re-election at 2020 annual general meeting of the Company, the Nomination Committee also met in August 2020 and reviewed their biographical details against relevant requirements under the Listing Rules and the nomination criteria set out in the Company’s Nomination Policy and considered they have the required character, integrity and professional knowledge and experience to continue fulfilling their role and contributing to the Company.
因为没有提名董事会采取了政策vember 2018 which sets out the criteria and procedures to be adopted when considering candidates to be appointed as Directors and re-appointment of existing Directors. In the case of identifying candidate(s) to be appointed as Director, the Nomination Committee shall hold a meeting to consider the candidate(s) identified or selected pursuant to the nomination criteria and make recommendation to the Board if appropriate. The Board shall deliberate and decide on the appointment based upon the recommendation of the Nomination Committee. In the case of re-appointment of existing Director, the Nomination Committee shall review the overall contribution and service of the retiring Director to the Company and determine whether the retiring Director continues to meet the nomination criteria set out in the Nomination Policy, and if appropriate, recommend the retiring Director to the Board for consideration and recommendation to shareholders for the proposed re-election of Director at a general meeting. The factors considered in assessing the suitability of a proposed candidate for appointment as Director or re-appointment of existing Director are as follows:
• Contribution to the Board with due regard to the Board’s diversity policy;
• 诚信的声誉;
• Commitment to devote sufficient time to discharge duties as a Board member;
• 潜在的利益与公司的利益冲突;和
• Satisfaction of independence requirements of the Listing Rules in the case of a candidate for Independent Non-executive Director.
The Board has adopted a Board Diversity Policy (the “Policy”) since August 2013 which sets out the approach by the Company to achieve diversity on the Board. Under the Policy, the Company recognises and embraces the benefits of having a diverse Board and sees increasing diversity at Board level as an essential element in maintaining its competitive advantage and supporting its sustainable development. In determining an optimum composition of the Board, the Company will consider all aspects of diversity and will also take into account factors based on its own business model and specific needs from time to time. Board members’ appointment will be based on meritocracy and candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board. Selection of candidates will be based on a range of diversity perspectives, including but not limited to gender, age, skills, regional and industry experience and expertise, cultural and educational background, and professional experience. The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board.
目前的董事会组成反映了教育背景，专业知识，行业经验和服务长度的不同组合。截至2020年9月30日的董事会的多样性组合总结如下图表：
多样性混合
Areas of Experience
Sustainability Committee
会员：
执行董事 郑志江博士，阿德里安(Chairman)
SITT NAM-HOI先生
在dependent Non-executive Directors Cha Mou-Sing先生，Payson
Mr. Ip Yuk-Keung, Albert
The Sustainability Committee is responsible for the oversight of the Company’s sustainability and environmental, social and governance (“ESG”) issues and risks. Supported by the Group Sustainability Steering Committee which comprises heads of business units, the Board-level Committee oversees the ESG management approach and policies, the processes of identifying and evaluating material ESG-related issues to internal and external stakeholders (including risks to the issuer’s businesses) and setting Green, Wellness and Caring targets under “New World Sustainability Vision 2030” to manage ongoing performance. The Sustainability Committee monitors integrity of the Company’s sustainability and ESG information in annual sustainability reporting and advises the Board on the matters in the applicable code provision(s) of the Environmental, Social and Governance Reporting Guide (Appendix 27) of the Listing Rules.
The Sustainability Committee met twice during the year. It discussed and endorsed the Group’s sustainability strategy, policies and targets set under the “New World Sustainability Vision 2030”. It also reviewed the process of sustainability reporting and ESG disclosures and monitored the progress of targets achievement and sustainability performance. In addition, the Sustainability Committee discussed relevant global trends including sustainable finance, climate risks and the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).
出席董事会会议，董事会委员会会议和普通会议
参加/有资格参加截至2020年6月30日止年度的会议次数
Name of Directors 董事会会议 Audit Committee Meeting 薪酬委员会Meeting 提名委员会会议 Sustainability Committee Meeting 年度股东大会 Extraordinary General Meeting
:::执行董事:::
亨利诚卡尚博士 2/5 - 1/1 1/1 - 0/1 0/2
郑志江博士，阿德里安 5/5 - - - 2/2 1/1 2/2
Mr. Cheng Chi-Heng 4/5 - - - - 0/1 2/2
索尼娅郑志曼女士 4/5 - - - - 1/1 2/2
Au Tak-Cheong先生* 4/4 - - - - 1/1 2/2
SITT NAM-HOI先生 5/5 - - - 2/2 1/1 2/2
Mr. So Chung-Keung, Alfred* 2/2 - - - - 1/1 0/0
Huang Shaomei女士，回声# 0/0 - - - - 0/0 0/2
邱伟汉女士，珍妮# 0/0 - - - - 0/0 2/2
::: Non-executive Directors :::
Mr. Doo Wai-Hoi, William 5/5 - - - - 1/1 2/2
彼得成卡盛先生 4/5 - - - - 0/1 2/2
莱昂·勒芒女士 5/5 - - - - 1/1 2/2
::: Independent Non-executive Directors :::
杨鹏先生，霍华德 5/5 2/2 1/1 - - 1/1 2/2
Cha Mou-Sing先生，Payson 5/5 2/2 1/1 - 1/2 0/1 0/2
Mr. Ho Hau-Hay, Hamilton 4/5 1/2 1/1 - - 1/1 2/2
Mr. Lee Luen-Wai, John 5/5 2/2 1/1 1/1 - 1/1 2/2
Mr. Liang Cheung-Biu, Thomas 5/5 2/2 - 1/1 - 1/1 2/2
Mr. Ip Yuk-Keung, Albert 5/5 2/2 - 1/1 2/2 1/1 2/2
* Mr. Au Tak-Cheong and Mr. So Chung-Keung, Alfred resigned as Directors with effect from 1 April 2020 and 1 January 2020 respectively
# 任命为董事于2020年5月1日起效果
Auditor's Remuneration
During the year ended 30 June 2020, the total fee paid/payable in respect of audit and non-audit services provided by the Group’s external auditors is set out below:
Fee paid/payable for the year ended 30 June
服务类型 2020
HK $ M.		 2019
HK $ M.
Audit services 62.8 63.8
非审计服务 19.6 32.0
Total 82.4 95.8
非审核服务主要包括与资本市场交易以及其他相关服务相关的会计，税务咨询，循环作品。
Directors' Responsibility for the Financial Statements
The Board, supported by the finance and accounts department, is responsible for the preparation of the financial statements of the Company and the Group. The Board has prepared the financial statements in accordance with the Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants. Appropriate accounting policies have also been used and applied consistently except the adoption of revised standards, amendments to standards and interpretation. The Directors have not been aware of any material uncertainties relating to events or conditions which may cast significant doubt upon the Group’s ability to continue as a going concern.
本公司审计员和本集团关于其关于本公司财务报表的报告责任的陈述载于本年度报告的独立审计师报告。
Risk Managemnet And Internal Control
Governance, Risk and Control
强大而有效的风险管理是公司治理的必不可少的部分。本集团管理层通过建立企业风险管理（“ERM”）框架来管理风险，以协助审计委员会和董事会在管理其主要风险中履行其风险管理责任和个人业务部门。参考踏板委员会赞助组织委员会（“COSO”）颁布的“内部控制综合框架”（“COSO”），ERM系统的主要特征如下所示：
The Board has the overall responsibility for evaluating and determining the nature and extent of the risks it is willing to take in achieving the Group’s strategic objectives, and ensuring that the Group establishes and maintains appropriate and effective risk management and internal control systems. The Audit Committee is delegated with the authority from the Board to oversee the Group’s management in the design, implementation and monitoring of the risk management and internal control systems. It also advises the Board on the Group’s risk-related matters.
已经建立并维护了健全的风险管理和内部控制系统，以保护资产免受未经授权的使用或处置，确保维护适当的会计记录，以提供内部使用或出版的可靠财务信息，并确保适用法律的合规性， 条款和规则。应该承认这样的系统旨在管理而不是消除未能实现业务目标的风险，并且只能提供合理的，而不是绝对保证物质错误陈述或损失。
风险管理委员会协助审计委员会履行其风险管理的公司治理责任。它负责确保风险管理系统充分有效，并且ERM框架在整个集团中一直在实施。它还通过审查与个别业务单位有关的关键风险以及企业范围内的关键风险，并确保与批准的风险偏好进行对齐的关键风险监控本集团的整体风险概况。
An internal audit department has been established to conduct internal audit of the Company and its subsidiaries, joint ventures and associated companies. The internal audit department performs risk-based audits to review the effectiveness of the Group’s material internal controls so as to provide assurance that all key risks are identified and managed, and to ensure that the risk management and internal control measures are carried out appropriately and functioning as intended. Major audit findings and recommendations are reported to the Audit Committee, which in turn reports to the Board. The implementation of the agreed actions in response to the identified audit issues are tracked and followed up regularly, and the status is reported to the Audit Committee.
The Audit Committee receives the report from the internal audit department and takes such report into consideration when it makes recommendation to the Board for approval of the half-yearly or annual results of the Group.
Risk Governance Structure
本集团的风险治理结构由“三行防御”模型为指导。作为第一道国防线，集团所有企业部门和业务单位的风险所有者识别和评估可能影响其业务目标，减轻和监控风险的风险（包括但不限于业务，操作作为环境，社会和治理（“ESG”）风险）通过在日常运营中设计和执行控制程序。他们定期进行风险评估和控制自我评估，以评估对所确定的风险的控制的充分性和有效性。
作为第二级国防部，该集团建立了有效的职能，以实现风险管理，并确保第一行防线正当到位并按预期运行。这些职能的职责包括但不限于财务控制，风险管理和内部控制，合规性，数据保护和信息安全，可持续性等。风险管理委员会还监督并监督风险管理和内部控制系统的整体运作。
As the third line of defence, the internal audit department acts as an independent assessor. It is responsible for reviewing the major operational, financial, compliance and risk management controls of the Group on a continuous basis. It schedules its work in an annual audit plan which is reviewed by the Audit Committee every year. The audit plan is derived from risk assessment basis and is aimed at covering each significant corporate department and business unit in which the Group involves in day-to-day management within a reasonable period. The internal audit department also carries out independent and timely review or investigation works, where and when necessary, on risks and control related incidents identified from time to time.
在“三行防御”之上，通过独立审计和审查，外聘审计员对风险管理和内部控制系统的有效性提供合理的保证。为员工和其他有关方面建立举报系统，以报告不当行为案件。每个报告的案件都将以保密性处理，并按照举报的政策及其相关程序进行。
Risk Management Approach
组采用自顶向下和自底向上approaches in relation to risk management. It involves collating and appraising bottom-up inputs from risk owners of all corporate departments and business units of the Group, with refinements and adjustments through top-down inputs from the Board in an iterative manner.
风险管理进程纳入我们的日常运营，是持续的过程，涉及本集团的所有部分从董事会到每个人的工作人员。风险所有者和风险监督缔约方在本集团中明确定义。他们需要识别，分析和评估其业务的风险（包括但不限于业务，操作以及ESG风险），以避免，减少或转移这些风险。
建立风险管理政策，以加强本集团内部风险管理和内部控制锻炼的有效执行情况。为了确保正确确定所有重大风险，评估和监测以实现健全有效的风险管理系统，本集中的风险所有者需要通过提交“风险管理和内部控制”向内部审计部门报告风险审查课程评估清单“半年”。他们需要报告风险管理和内部控制系统的有效性，并提出了关键风险的详细信息，包括风险描述，风险等级的变化，当前风险等级以及“关键风险报告中的相应关键风险控制或缓解行动桌子”。
此外，建立了早期风险标记机制，使本集团能够主动识别和评估新兴风险和广泛的变化领域（包括但不限于业务，运营以及ESG风险），以及及时行事。当潜在风险在任何业务领域预期潜在风险和预期的潜在风险时，风险所有者必须立即向相应的风险监督方立即报告。
在整合本集团的整体审查后，内部审计部门向风险管理委员会和审计委员会提出了一份关于本集团风险管理和内部控制系统的有效性的书面报告，审核委员会半年进行审核。董事会通过风险管理委员会和审计委员会提出了有效的风险管理和内部控制系统，该系统将使本集团能够适当地应对重大的业务，运营，财务，合规性，ESG相关和其他风险目标。该集团致力于不断改进其ERM框架，以便与动态商业环境保持步伐。因此，董事会认为该组的风险管理和内部控制系统是有效和充分的。
Key Risks of the Group
通过我们联合的自上而下和自下而上的风险审查流程，本集团已确定这一年度各个业务部门的主要风险：
风险描述 风险趋势* Key Mitigation Measures
经济风险
1。 Adverse changes in macroeconomic environment due to the uncertainties associated with the US-China trade war and global financial conditions.
• 密切监测经济状况，及时以合适的策略回应。
• Perform stress test and sensitivity analysis for different scenarios.
• 对业务部门和项目进行定期绩效审查。
• 保持健康的财务状况。
社会风险
2。 由于冠状病毒大流行病或其他大流行疾病的爆发，以及社会动荡导致的公共卫生和业务中断的威胁。
• Heighten employees’ vigilance and take comprehensive precautionary measures.
• Employee work flexibility empowerment and arrangements for better manpower management.
• 持续改进整体健康和安全事项，并定期审查安全工作程序。
• Formulate and execute contingency / business continuity plans developed for critical business processes and functions to mitigate the risk of business disruptions.
• Proper insurance coverage for the Group’s properties and business operations.
Political and Regulatory Risk
3。 Unfavourable changes of government policies and regulatory requirements.
• 不断监测政府政策，法律和监管要求的变化。
• Regularly review the compliance of regulations.
• 向员工提供监管合规性培训。
• 及时沟通社区和关键利益相关者，以提高透明度。
操作风险
4。 在crease in development costs, including construction costs, and delay in project completion.
• 密切监察和管理承包商的建设进度和表现，以避免项目开发延迟。
• 实施成本管理战略，包括中央采购，严格的资本支出审查等。
• Cost monitoring through budgetary control mechanism.
• Tender procedures in place to ensure best prices are achieved through competitive bidding.
• Negotiate with project owner to adjust project timetable.
• Implement stringent pre-qualification assessments of contractors and approval mechanisms for design changes.
5。 Critical incidents (e.g. health and safety issues, business disruptions and natural disasters) affecting business operation and damaging reputation.
• 定期监控以跟踪与本集团不同业务有关的问题。
• 根据危机管理程序，沟通和升级协议提供快速有效的响应。
• Recognise the impact of climate change and promote sustainability within the Group.
• Raise awareness through periodic safety training and drills.
• 确保足够的保险范围。
Strategic Risk
6。 香港和中国房地产市场的敏捷和不利变化，如新竞争对手，增加土地成本，房地产冷却措施等。
• 不断提升产品和服务的质量，以加强我们的品牌和市场地位。
• 定期审查现有的服务和产品及其定价策略，并制定适当的策略以应对市场变革。
• Closely monitor the changes of property market trends and other factors which may pose an adverse impact on the Group’s property development business.
• Selective land bank replenishment to maximise earning potential.
7。 商业投资风险由于对无利可图项目的长期承诺和偏离所需投资回报。
• Adopt careful and pragmatic investment strategies and maintain a balanced and diversified portfolio.
• Perform risk assessment and due diligence by internal professionals and external consultants prior to project bidding.
• 监控项目公司的运营和财务表现，以确保项目按计划进行。
• Regularly review the investment and explore divestment opportunities if needed.
8. 商业partnership risk due to limited controls in minority interest investment.
• 在建立长期伙伴关系之前进行详细的尽职调查。
• Carefully select business partners with good reputation, industrial background and operational experience.
• Set up minority protection mechanism.
• Build our own expertise in the industry to reduce reliance on business partners.
技术风险
9. 网络和系统的网络攻击可能导致业务中断，机密信息泄漏等。
• 定期审查和更新信息技术基础架构和系统。
• 建立信息技术用途的政策和程序。
• 实施防火墙，抗病药和防病毒保护等安全措施。
• 提供信息安全意识培训。
财务风险
10。 外币和利率不利波动。
• Closely monitor the movement of foreign currency and interest rate and quantify their impact.
• 保持适当的固定利率和浮动率借贷组合，以减轻本集团的利率风险。
• 由人民币借款为​​中国大陆的一部分融资部分经营业务，以减轻本集团的汇率风险。
• Enter into interest rate swaps, forward exchange contracts, etc. for hedging purpose, if needed.
• 定期审查本集团的融资策略和债务结构。
* Risk Trend
2012财年期间风险水平增加 Risk level remained similar as FY2019
Company Secretary
公司秘书是本公司的全职员工，并具有本公司事务的日常知识。公司秘书向主席报告，负责向治理事宜提出咨询董事会。在审查的年度，公司秘书确认他没有不少于15个小时的相关专业培训。公司秘书的传记载于本年度报告第57页。
Constitutional Documents
该公司在该年度没有改变该公司的协会章程。
Environmental, Social And Governance
The “Corporate Sustainability” section from pages 58 to 97 in this annual report was prepared in accordance with the Core option of the Global Reporting Initiative (“GRI”) Sustainability Reporting Standards, as well as the Environmental, Social and Governance Reporting Guide issued by the Stock Exchange, which provides an overview of the Group’s efforts and performance in pursuing corporate sustainability. Supplementary information is available on the Company’s website under Sustainability section.
股东权利
Convening Extraordinary General Meeting (“EGM”) and Putting Forward Proposals at General Meetings
股东，占本公司所有股东投票总股权总股权的5％的股东可以存入召开本公司注册办事处的书面请求，以提请公司秘书注意。由有关股东签署的此类征购必须说明在会议上处理业务的一般性质，并可包括可能妥善移动的决议案的案文，旨在在会议上移动。如果董事不在押金的押金之日起21天内（经过核实有效），请在发布召开股东委员会的通知日期后，召开股东特别股东特别股东大会，有关的股东或任何代表所有这些人的一半以上的一半以上，愿他们自己召开股东特别大会，但任何召开的EGM都不会在日期三个月到期后举行董事须遵守致电会议的要求。
To put forward proposals at general meeting, a request in writing must be made by:
(i) 股东，占本公司所有股东总投票权的至少2.5％有权在股东大会上投票;或者
（ii） at least 50 shareholders of the Company having the right to vote at the meeting,
to the Company to give to shareholders notice of any resolution which may properly be moved and is intended to be moved at an annual general meeting, or to circulate to shareholders any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at any general meeting.
书面申请必须由所有股东在一个或多个文件中签署的，同样的文件，并在本公司注册办事处存入公司秘书不少于六周内的征用要求要求征用要求在需要流通发表声明的情况下，在会议前持续七天的决议通知。在请求核实有效期后，本公司将发出决议通知或分发声明。
If a shareholder of the Company intends to propose a person other than a Director of the Company for election as a Director of the Company at any general meeting, the shareholder concerned shall lodge with the registered office of the Company for the attention of the Company Secretary (i) a written notice of his intention to propose that person for election as a Director; and (ii) a written notice by that person of his/her willingness to be elected as a Director together with the necessary information within the period commencing no earlier than the day after the dispatch of the notice of the general meeting and ending no later than seven days prior to the date of such general meeting.
Detailed procedures can be found in the following documents which are available on the Company’s website:
• “股东召开非凡股东大会并提出股东大会提出的提案”;和
• “股东提出选举作为董事的程序的程序”。
咨询董事会
Enquiries may be put to the Board through the Company’s investor relations department at 30/F., New World Tower, 16-18 Queen’s Road Central, Hong Kong (email:r_nwd.com.hk.).
股息政策
The Board adopted a Dividend Policy in November 2018 which sets out the guidelines for the Board to determine the frequency of dividend payment and target dividend payout ratio for a financial year. The Company would distribute to its shareholders funds surplus to the operating needs of the Company and its subsidiaries twice for each financial year as determined by the Board, subject to its shareholders’ approval, where applicable. In general, it is the policy of the Company to maintain a balance between meeting shareholders’ expectations and prudent capital management with a sustainable dividend policy. The following factors will be taken into account for determining the Company’s target dividend payout ratio:
• Any restrictions under the Hong Kong Companies Ordinance;
• 任何银行或其他公司不时受限的银行或其他资金契约;
• 本集团的资本支出和经营要求;和
• 外部经济和市场情况。
Communication With Shareholders
董事会和管理层通过包括本公司年度股东大会的各种渠道与本集团的股东和投资者保持持续对话。董事长，首席执行官，董事会其他成员和外聘审计员参加了年度股东大会，以迎接股东。董事将回答股东就本集团履行履行的问题。该集团在发布临时和全年业绩公告后，每年至少两次持有新闻会议和分析公司简报，该公告可用于回答问题，并聆听关于本集团履行的反馈。我们的公司网站包含本集团颁发的公司信息，临时和年度报告，公告和通函，以及本集团最近的发展使本集团的股东能够及时及更新的集团信息。股东可以提及“股东”沟通政策“，以获取更多细节。
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为确保投资者对本集团进行全面和透彻的了解，并建立了及时有效的双向通信，本集团的管理和投资者关系团队参加了不同的国际投资会议，并安排当地和海外无交易188bet手机客户端下载roadshows on a regular basis to elaborate the Group’s business development and market movement to investors in different locations. For details, please refer to the “Investor Relations” section from pages 122 and 123 of this annual report.