Our company attaches great importance to its corporate governance practices, and the board of directors firmly believes that good corporate governance practices can enhance shareholder responsibility and transparency towards them. The Company has adopted the Corporate Governance Code ("Corporate Governance Code") as set out in Appendix C1 (formerly Appendix 14) of the Stock Exchange Listing Rules ("Listing Rules") as its own code for regulating corporate governance practices. The board of directors will also review and monitor the operation of the company from time to time, in order to maintain and improve the level of corporate governance practices. As of December 31, 2023, the Company has complied with the applicable provisions of the Corporate Governance Code Part II.
The board of directors is responsible for leading and monitoring the company, and jointly supervising the group's business, strategic policies, and financial performance. The board of directors has established the company's purpose, values, and strategies, and is confident that they align with the company's culture. The Chairman of the Board of Directors is primarily responsible for the overall corporate strategy, planning, and business performance of the Group, as well as the implementation of resolutions of the Shareholders' Meeting and the Board Meeting. The CEO is focused on monitoring the overall business of the Group, including planning and executing business and development strategies and goals. The main corporate matters entrusted by the board of directors to senior management include preparing mid-term and annual reports and announcements, implementing business strategies and measures adopted by the board of directors, implementing proper internal monitoring systems and risk management procedures, and complying with relevant statutory regulations, rules, and regulations.
The board of directors has established four committees (namely the Audit Committee, Remuneration Committee, Nomination Committee, and Strategy and Sustainable Development Committee) to oversee various aspects of the group's affairs. In order to establish effective communication channels between various committees and the management of our group, our company has set up an internal coordination support group to facilitate directors' access to more independent and objective information.
The audit committee was established on August 19, 2010, and its scope of authority was specified in accordance with the listing rules. The audit committee is responsible for making recommendations to the board of directors on the employment, re employment, and dismissal of external auditors, and approving the remuneration and terms of employment of external auditors, as well as any issues related to the resignation or dismissal of auditors; Supervise the comprehensiveness of financial statements, annual reports and accounts, interim reports and (if prepared for publication) quarterly reports, and review significant financial report judgments during the review process; And review the systems of financial control, internal control, and risk management. The written terms of reference of this committee are consistent with the Corporate Governance Code and are published on the websites of our company and the Stock Exchange.
The audit committee consists of three independent non-executive directors, namely Mr. Chen Shimin, Mr. Zhang Xuejun, and Mr. Liang Mingshu. The chairman of the audit committee is Mr. Chen Shimin, who possesses the appropriate professional qualifications and extensive knowledge and experience in financial accounting affairs as required by Rule 3.10 of the Listing Rules. All members of the audit committee have the necessary industry and financial experience to provide advice to the board on strategy and other related matters. All members of the audit committee are not former partners or associates of the current external auditors of the company.
The Remuneration Committee was established on August 19, 2010, and its written terms of reference were specified in accordance with the listing rules. The responsibilities and functions of the remuneration committee, including recommending the remuneration and benefits of executive directors and senior management, are ultimately approved by the board of directors for implementation. In addition, the remuneration committee also evaluates the performance of the senior management of the company and formulates the company's remuneration structure. The written terms of reference of the Remuneration Committee are consistent with the Corporate Governance Code and have been published on the websites of our company and the Stock Exchange.
The remuneration committee consists of three independent non-executive directors, namely Mr. Liang Mingshu, Mr. Chen Shimin, and Mr. Zhang Xuejun. The chairman of the remuneration committee is Mr. Liang Mingshu.
The Nomination Committee was established on August 19, 2010. The responsibilities and functions of the Nomination Committee include, among others, formulating director nomination policies for consideration by the Board and implementing nomination policies approved by the Board. This includes reviewing the structure of the Board annually, identifying qualified individuals to serve as directors, monitoring director succession plans, and evaluating the independence of independent non-executive directors. The written terms of reference of the Nomination Committee are consistent with the Corporate Governance Code and are published on the websites of our company and the Stock Exchange.
The Investment Committee was renamed as the Strategy and Sustainable Development Committee on December 28, 2022, responsible for conducting research and review on the company's development strategy, major investment decisions, and sustainable development, and making recommendations to the Board of Directors.
The Strategy and Sustainable Development Committee is composed of one executive director (Mr. Xiang Jie), one non-executive director (Ms. Zhang Ling), and three independent non-executive directors (Mr. Chen Shimin, Mr. Zhang Xuejun, and Mr. Liang Mingshu). The Chairman of the Strategy and Sustainable Development Committee is Mr. Xiang Jie.
The board of directors is responsible for the risk management and internal control systems of the group and reviewing their effectiveness and adequacy. The audit covers all important control measures, including financial, operational, and compliance monitoring and risk management functions, aimed at preventing unauthorized use or sale of assets, ensuring correct accounting records are maintained, providing reliable financial data for internal use or publication, and ensuring compliance with applicable laws, regulations, and rules. The risk management and internal control system aims to manage rather than eliminate risks of failure to achieve business objectives, and can only provide reasonable but not absolute guarantees for material misstatements or losses.
The Board of Directors continuously supervises the Group's risk management and internal control systems through the Audit Committee, conducts an annual audit of the effectiveness and adequacy of the Group's risk management and internal control systems, and has completed the audit for the year ended December 31, 2023. The board of directors believes that the risk management and internal control systems of the group during the review period were effective and sufficient. The board of directors confirms that the group has established procedures for identifying, assessing, and managing significant risks faced in achieving its strategic objectives.
Our company has conducted an internal audit function through the audit department to analyze and independently evaluate the effectiveness and adequacy of our group's risk management and internal control system. Our audit department has conducted a comprehensive annual audit of the internal control system of our group, covering the year ended December 31, 2023, and has submitted the '2023 Annual Report on Internal Control' for review by the board of directors.
For the year ended December 31, 2023, in addition to complying with existing strict internal control measures, including incompatible job separation control, authorization approval control, accounting system control, property protection control, operational analysis control, raw material procurement control, budget control, and quality management control, our company has updated the "Office Management Regulations" and redefined the definition of "office travel" to ensure the standardized and orderly operation of the group.
The Company is aware of its disclosure obligations under Part XIVA ("Insider Information Provisions") of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and the Listing Rules. In terms of the procedures for handling and publishing insider information, the Group has implemented several procedures, including informing directors and employees of lock up periods and securities trading restrictions, major events or projects, and any information that needs to be disclosed in accordance with Rule 13.09 of the Listing Rules or any insider information that needs to be disclosed in accordance with the insider information provisions should be promptly disclosed to prevent possible errors in handling insider information within the Group.
Our company has formulated a reporting policy for employees and individuals who have dealings with our group to report any possible inappropriate behavior related to our group. Our company has also formulated policies to promote and support anti-corruption laws and regulations. During the year ended December 31, 2023, all directors and employees of the Group have received training on anti-corruption.