Page 148 - BTSGroup ONE REPORT 2021/22_EN

146 l Introduction l Nature of Business l Organisation and Shareholding Structure l Business Review l Corporate Governance l Financial Statements l Other Information l

• To determine the remuneration structure and welfare for the employees in all • To report the responsibilities of the Board of Directors in the preparation
levels, and to ensure that an appropriate remuneration mechanism is in place of the financial statements, as well as disclosing any material information
in correspond with the relevant regulations, standard, and guidelines
• To supervise the Management to ensure that the accounting system,
financial reports and accounting audit system are accountable, as well • To delegate one or more directors or other persons to perform any task
as ensuring that the Company has a good internal control system that is on behalf of the Board of Directors
sufficient and appropriate
• To evaluate the performance of the Board of Directors on an annual basis, as
• To consider and approve the acquisition and disposal of assets, and well as reviewing their duties and responsibilities in the Board of Directors’
connected transactions Charter on an annual basis

• To monitor and prevent conflicts of interest among the stakeholders of the • To appoint subcommittees to assist and monitor the management system
Company, and to consider all the Company’s affairs by taking into account and the internal control system, and to assign the annual performance
the benefits of the shareholders and all groups of stakeholders equitably evaluation and review the duties and responsibilities in the charter of all
subcommittees
• To govern the business operations with business ethics and conducts, and
to regularly review the corporate governance policy and code of business • To delegate the authorities, duties, and responsibilities to the Management
conduct on an annual basis in order to clearly separate the roles, duties and responsibilities between
the Board of Directors and the Management, and to regularly monitor and
• To establish, review and evaluate the appropriateness of the risk evaluate the performance of the Management
management policy and framework, and to ensure the implementation of
the risk management policy • To determine and review the business organisation chart and to appoint
an Advisory Board to provide strategic and useful advice to the business
• To establish a sustainability policy, covering responsibilities on Environmental, affairs of the Company and subsidiaries
Social and Governance (ESG) dimensions and to monitor the implementation
of such policy • To prepare and review the succession plan

• To consider and approve the Company’s climate strategy to address climate- • To appoint the Company Secretary to ensure that the Board of Directors
related risks and opportunities, oversee the implementation, and incorporate and the Company comply with the laws and relevant regulations
this strategy into the Company’s relevant decision-making processes, and
management performance evaluation and incentives