Page 180 - BTSGroup ONE REPORT 2021/22_EN

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

Investment Policy in Subsidiaries are of major significance to the subsidiaries, to the Board of Directors or the

The Company has a policy to invest in businesses that support or align with Executive Committee (as the case may be) pursuant to the Policy on Delegation
the core businesses of the Group. Each subsidiary is strategically used to of Authority. Furthermore, the Company’s representative shall oversee that
set the marketing position and specific business focus, as well as maximise the subsidiaries’ disclosure of any significant information are accurate and
operational efficiency and increase flexibility for growth. complete, manage any potential conflict of interest between the Company and
the subsidiaries in an appropriate manner (at arm’s length basis), and ensure
The Company will define business policies, directions and business goals that that the internal control system is effective and adequate.
the Company considers to be conducive to the achievement of the Group’s
corporate objectives and long-term goals for the subsidiaries through (i) the Investment Policy in Associated Companies
subsidiaries’ general meeting of shareholders, where the Chief Executive Officer Unless there are appropriate or reasonable grounds to invest less than 25%
or any person authorised by the Company to attend such general meeting of the Company’s policy is to invest not less than 25% in associated companies
shareholders shall vote in accordance with the instructions of the Company; with business partners and/or companies having expertise in a particular area
and (ii) the subsidiaries’ board of directors, by nominating the Company’s in order to supplement the core businesses of the Group.
executive directors or senior executives or any persons designated by the
Board of Directors as the Company’s representatives to take the positions The Company shall review and monitor the associated companies’ performance,
in the subsidiaries’ board of directors (or management), in order to set the as well as actively pursue the associated companies to comply with the
strategies, business plans, and financial budgets, as well as follow up on the principles of good corporate governance and business ethics that are in line
subsidiaries’ performance. The Company’s representatives shall be appointed with the Company or the international recognised standards. In this regard,
by the Board of Directors or the Executive Committee (as the case may be), the Company shall nominate the Company’s executive directors or senior
except in the case of small operating subsidiaries, the Board of Directors or executives or any persons designated by the Board of Directors as the
the Executive Committee may authorise the Chief Executive Officer to appoint Company’s representatives to take the positions in the associated companies’
the Company’s representatives to take the positions in the subsidiaries’ board board of directors. The Company’s representatives shall be appointed by the
of directors (or management). Chief Executive Officer, except in the case of associated companies in which
the Company has a significant but non-controlling shareholding, the Board of
The Company’s representative shall perform his or her duties in the capacity Directors or the Executive Committee (as the case may be) shall appoint the
as the subsidiaries’ director (or executive) in a responsible manner. The Company’s representatives to take the positions in such associated companies’
Company’s representative shall oversee and monitor the subsidiaries’ business board of directors. In addition, the Company may enter into a shareholders’
operations to be in compliance with the relevant laws and regulations, as agreement or any other agreements in order to define the management
well as this Corporate Governance Policy and Code of Business Conduct framework and the participation in the decision-making of any matters that
and the Policy on Delegation of Authority, and exercise his or her discretion are of major significance to the associated companies, as well as to ensure
in decision-making of any matters for the interest of the subsidiaries and in that the investments in such associated companies will generate returns and
line with the Group’s policies. The Company’s representative shall report the are for the best interest of the Group.
subsidiaries’ financial status and performance, and propose any matters which