Policy Statement
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The Nomination Committee identifies suitable candidates and makes recommendations to the board of directors (the “Board”) of Shenwan Hongyuan (H.K.) Limited (the “Company”) on the appointment or re-appointment of directors and succession planning of directors, in particular the chairman and the chief executive.
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The Nomination Policy (the “Policy”) sets out the key selection criteria and procedures of the Nomination Committee in making any such recommendations with a view to ensure that the Board maintains a balance of skills, experience and diversity of perspective appropriate to the requirement of the Company’s business.
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In identifying suitable candidates, the Nomination Committee shall give adequate consideration of the diversity perspectives set out in the Board Diversity Policy of the Company.
Selection Criteria
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In assessing the suitability of a proposed candidate, the Nomination Committee shall consider a number of factors including but not limited to the following:
(a) The proposed candidate should be a person of integrity, honesty and with a standard of competence commensurate with the relevant position as a director of the Company;
(b) The potential contribution the proposed candidate can bring to the Board in terms of qualifications, skills, experience and diversity of perspective appropriate to the requirements of the Company’s business;
(c) Succession planning or strategies for the ongoing effective performance of the Board as a whole;
(d) Diversity perspectives set out in the Board Diversity Policy of the Company, including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service;
(e) The proposed candidate or the re-elected Director is able to commit and devote sufficient time and attention to the Company’s affairs. In particular, if the proposed candidate will be nominated as an independent non-executive director (“INED”) and will be holding his seventh (or more) listed company directorship, the Nomination Committee should consider the reason given by the proposed candidate for being able to devote sufficient time to the Board;
(f) Compliance with the criteria of independence as prescribed under Rule 3.13 of the Listing Rules for the appointment of an INED; and
(g) Any other relevant factors as may be determined by the Nomination Committee or the Board from time to time.
These factors are for reference only, and not meant to be exhaustive and decisive. The Nomination Committee has the discretion to nominate any person as it considers appropriate.
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The appointment of any proposed candidate to the Board or re-appointment of any existing member(s) of the Board shall be made in accordance with the Company’s New Articles of Association, applicable laws and other regulatory requirements.
Nomination Procedures
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Appointment of New or Replacement Director
(a) The Nomination Committee identifies proposed candidate(s) in accordance with the selection criteria set out in the Policy.
(b) The proposed candidate will be requested to provide the biographical details and details of the relationship between the proposed candidate and the Company and/or Directors, directorships held, skills and experience, other positions which involve significant time commitment and any other additional information and documents if considered necessary.
(c) The Nomination Committee evaluates the proposed candidate(s) and recommends to the Board the appointment of the appropriate candidate for directorship.
(d) The Board decides the appointment based upon the recommendation of the Nomination Committee.
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Re-election of Director at General Meeting
(a) The Nomination Committee reviews and determines whether the retiring Director continues to meet the selection criteria set out in the Policy.
(b) The Nomination Committee shall recommend to the Board which shall then make recommendation to shareholders in respect of the proposed re-election of Director at the general meeting.
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Nomination by Shareholders
(a) Please refer to “The procedures for shareholders to propose a person for election as a director” for details which is available on the Company’s website.
Monitoring and Reviewing of the Policy
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The Nomination Committee will review the implementation of Policy, as appropriate, including the mechanisms for ensuring independent views and input are available to the Board, to ensure its continued effectiveness. The Nomination Committee will discuss any revisions that may be required, and recommend any such revisions to the Board for adoption.
Disclosure of the Policy
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The Policy or a summary of the Policy will be disclosed in the Corporate Governance Report contained in the Annual Report of the Company.
Last Update: April 2023
Purpose
- The Board Diversity Policy (the “Policy”) sets out the approach to achieve diversity on the board of directors (the “Board”) of Shenwan Hongyuan (H.K.) Limited (the “Company”).
Policy Statement
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The Company recognizes and embraces of having a diverse Board is an essential element in maintaining high standard of corporate governance, and will help strengthen the business development of the Company and enhance the effectiveness and performance of the Board.
Selection Criteria
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Selection of candidates will be based on a range of diversity perspectives, including but not limited to skills, knowledge, professional experience, gender, age, cultural and educational background and length of service, and any other factors that the Board may consider relevant and applicable from time to time. The ultimate decision will be based on merit and contribution that the selected candidate will bring to the Board, with due regard for the benefits of diversity on the Board and also the needs of the Board without focusing on a single diversity aspect.
- The Company may set additional measurable objectives/specific diversity targets, which will be reviewed from time to time to ensure their appropriateness.
Monitoring and Review of the Policy
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The Nomination Committee will monitor the implementation of the Policy.
- The Nomination Committee will review the Policy at least annually to ensure its continued effectiveness. The Nomination Committee will discuss any revisions that may be required, and recommend any such revisions to the Board for adoption.
Disclosure of the Policy
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The Policy or a summary of the Policy together with any measurable objectives of the Policy and the progress made towards achieving those objectives, will be disclosed in the Corporate Governance Report contained in the Annual Report of the Company.
Last Update: April 2023
Audit Committee
Remuneration Committee
Nomination Committee
Risk Committee
Environmental, Social & Governance Committee
LIST OF DIRECTORS AND THEIR ROLE AND FUNCTION
(Effective 25 September 2024)
The members of the board of directors (the “Board”) of Shenwan Hongyuan (H.K.) Limited are set out below:
Executive Directors
Ms. Wu Meng (Chairman)
Mr. Tan Weijun
Mr. Liang Jun (Chief Executive Officer)
Mr. Hu Jing (Chief Risk Officer)
Non-Executive Director
Mr. Zhang Lei
Independent Non-Executive Directors
Mr. Ng Wing Hang Patrick
Mr. Kwok Lam Kwong Larry
Mr. Liu Chijin
There are 7 Board committees. The table below provides membership information of these Committees on which each Board member serves:
Directors\Board Committee | Audit Committee |
Remuneration Committee |
Nomination Committee |
Risk Committee |
Environmental, Social and Governance Committee |
Executive Committee |
Management Committee |
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Ms. Wu Meng | Chairman | Chairman | Chairman | Chairman | |||
Mr. Tan Weijun | Member | Member | |||||
Mr. Liang Jun | Member | Member | Member | Deputy Chairman | |||
Mr. Hu Jing | Member | Member | Member | Member | |||
Mr. Zhang Lei | Mr. Ng Wing Hang Patrick | Chairman | Member | Member | Chairman | ||
Mr. Kwok Lam Kwong Larry | Member | Chairman | Member | Member | Member | ||
Mr. Liu Chijin | Member | Member | Member | Member | Member |
Hong Kong, 25 September 2024
Shenwan Hongyuan (H.K.) Limited is committed to achieving and maintaining the highest standards of openness, probity and accountability. We hope that our employees and those who deal with us (the “Third Parties”) to help us to fight against failure to comply with legal or regulatory requirements, bribery or corruption, financial fraud, danger to the health and safety of any individual and other misconduct, which is essential to a healthy corporate culture and promoting high ethical standards within the Group. We encourage all Third Parties to report any suspected misconduct, malpractice or irregularity using the following email address: whistleblowing@swhyhk.com.
The whistleblowing information received will be followed up by an independent supervision department. When raising a concern, whistleblower should provide sufficient and specific case information so that investigations can be conducted effectively. Failure to provide clear and adequate information or a method of contact may delay or prevent an investigation. The Company will treat the reported information strictly confidential. While anonymous reports on suspected matters are permitted, you are encouraged to disclose your identity and contact details so that you can be contacted for further information, if necessary, and feedback on the reports can be provided.