COSCO SHIPPING Energy has been strictly complying with the governance requirements of listed companies, and has established an effective and standardized governance system to strengthen the standardized and effective corporate governance, thus improving the ability of modern corporate governance.
The Company has established a corporate governance structure and mechanism, with the General Meeting of Shareholders, the Board of Directors, the Board of Supervisors, and the specialized committees at the center. We constantly revise and improve the rules of procedure to ensure well-regulated, efficient, and full performance of all governance duties and continue to improve corporate governance.
General meetings provide a good opportunity for direct communications and build a sound relationship between the Board and the Shareholders. To ensure that all Shareholders enjoy equal status and are able to exercise their rights effectively, the Company holds Shareholdersmeetings every year in strict compliance with the requirements for notices and convening procedures laid down by the relevant laws, regulations and the Articles.
The Board is elected in the Shareholders'meeting and is responsible to the shareholders'meeting.
The Company elects its Directors in strict compliance with the procedures for election of Directors as set out in the Articles. Each Director shall act in the interests of the Shareholders, and shall use his best endeavours to perform his duties and obligations as a Director in accordance with all the applicable laws and regulations. Duties of the Board include decision-making of the Companys investment scheme and business plan, preparation of the Companys profit distribution and loss recovery proposals, formulation of the Company’s capital operation proposal and implementation of resolutions approved at general meetings.
The Board is responsible for leading and controlling the Company as well as supervising the operations, strategic policy and performance of the Company. The Board also delegates its power and responsibilities to the management of the Company.
The Professional Committees of the Board
In compliance with the Code Provisions, the Company has established five professional committees under the Board, namely, the Audit Committee, the Remuneration and Appraisal Committee, the Strategy Committee, the Nomination Committee and the Risk Control Committee.
The duties of the Audit Committee mainly include the review of the Companys financial reports, consideration of the appointment of independent domestic and international auditors, approval of audit-related services, supervision over the Companys internal financial reporting procedures and management policies. At least four meetings of the Audit Committee are convened annually to review the accounting policies, risk management and internal control system adopted by the Company and the relevant financial issues, so as to ensure the completeness, fairness and accuracy of the Company’s financial statements and other relevant information.
Remuneration and Appraisal Committee
The duties of the Remuneration and Appraisal Committee are as follows:
(a) to make recommendations to the Board on the overall remuneration policy and structure of the Directors and senior management of the Company; and to make recommendations to the Board on the establishment of a formal and transparent procedure for formulating such remuneration policy; to review and approve the senior managements remuneration proposals with reference to the Boards corporate goals and objectives; and
(b) to recommend to the Board regarding the remuneration packages of individual executive Directors and senior management, including benefits in kind, pension rights and compensation payments (including those relating to loss or termination of office or appointment); and making recommendations to the Board on the remuneration of nonexecutive Directors. The Remuneration and Appraisal Committee should consider the factors such as remuneration paid by comparable companies, time required for the Directors and their duties, the employment conditions of other positions within the Group and the desirability of performance-based remunerations.
The duties of the Strategy Committee mainly include review and evaluation of the Companys long- term development strategy, significant investment projects, financial budget and strategic plan of investment returns and submit its advice to the Board.
The Nomination Committee shall nominate suitable candidates to the Board for it to consider and make recommendations to the Shareholders for election as Directors at general meetings. When the Nomination Committee considers it appropriate, it invites nominations of candidates from Board members or any person and makes recommendations for the Boards consideration and approval. The Nomination Committee has the discretion to nominate any person, as it considers appropriate.
Risk Control Committee
In order to effectively to promote the rule of law of listed companies as required by supervisory agencies at home and abroad, and to give full play of the functions of special committees of the Board in the rule of law and risk control management, the Companys Board establishmened risk control committee.
The Supervisory Committee is responsible for supervision over the Board and its members and senior management, so as to prevent them from abusing their authorities and violating the legal interests of the Shareholders, the Company and its staff.