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Corporate Governance

Holding ourselves to the highest standards

WH Group commits to high standards of corporate governance and strictly adheres to relevant laws and regulations in the places of listing. As a listed company, protecting shareholders' interests is one of our priorities. To ensure the top-level management and decision-making processes are accountable and in compliance with internal control systems as well as regulatory requirements and shareholders' interest, we have established the following committees in our Board of Directors: an Audit Committee, a Remuneration Committee, a Nomination Committee, an Environmental, Social and Governance Committee, a Food Safety Committee and a Risk Management Committee.

Audit Committee

The Audit Committee consists of three Independent Non-Executive Directors being Mr. LEE Conway Kong Wai, Mr. HUANG Ming and Mr. LAU, Jin Tin Don. The chairman of the Audit Committee is Mr. LEE Conway Kong Wai. The primary duties of the Audit Committee are to assist our Board by providing an independent view of the effectiveness of the financial reporting process, internal control and risk management systems of our Group, overseeing the audit process and performing other duties and responsibilities as assigned by our Board.

Remuneration Committee

The Remuneration Committee consists of two independent Non-Executive Directors being Mr. HUANG Ming and Mr. LEE Conway Kong Wai, and one non-executive Director being Mr. JIAO Shuge. The Remuneration Committee is chaired by Mr. HUANG Ming. The primary duties of the Remuneration Committee include, but are not limited to, the following:

(i)

making recommendations to our Board on our policy and structure for all remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;

(ii)

determining the specific remuneration packages of all Directors and senior management; and

(iii)

reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time.

Nomination Committee

The Nomination Committee consists of two independent Non-Executive Directors being Mr. HUANG Ming and Mr. LAU, Jin Tin Don, and our Chairman and Chief Executive Officer being Mr. WAN Long. The Chairman of the Nomination Committee is Mr. WAN Long. The primary functions of the Nomination Committee include, without limitation, reviewing the structure, size and composition of the Board, assessing the independence of Independent Non-Executive Directors and making recommendations to our Board on matters relating to the appointment of Directors.

Environmental, Social and Governance Committee

The Environmental, Social and Governance Committee consists of one independent Non-Executive Director being Mr. LAU, Jin Tin Don and three Executive Directors being Mr. GUO Lijun, Mr. SULLIVAN Kenneth Marc and Mr. ZHANG Taixi. The chairman of the Environmental, Social and Governance Committee is Mr. GUO Lijun. The primary duties of the Environmental, Social and Governance Committee include, but are not limited to, the following:

(i)

identifying the environmental, social and governance matters that are relevant and material to the operations of our Group and/or that affect shareholders and other key stakeholders (the "Key ESG Matters"), which shall include workplace quality, environmental protection, operating practices, community involvement and animal welfare;

(ii)

reviewing and making recommendations to the Board on the effectiveness of the Key ESG Matters;

(iii)

monitoring the standards set and performance achieved on the Key ESG Matters by our Group; and

(iv)

identifying and engaging stakeholders to understand and responding to their views by appropriate means.

Food Safety Committee

The Food Safety Committee consists of one independent Non-Executive Director being Mr. LEE Conway Kong Wai, our Chairman and Chief Executive Officer being Mr. WAN Long and two Executive Directors being Mr. SULLIVAN Kenneth Marc and Mr. ZHANG Taixi. The chairman of the Food Safety Committee is Mr. WAN Long. The primary duties of the Food Safety Committee include, but are not limited to, the following:

(i)

making recommendations to the Board on our policies, practices and performance in relation to food quality and safety to comply with the relevant laws and regulations; and

(ii)

assessing, reviewing, monitoring and making recommendations to the Board on the food safety internal control standards and our Group's products traceability capabilities.

The Risk Management Committee

The Risk Management Committee consists of one independent Non-Executive Director being Mr. LEE Conway Kong Wai, our Chairman and Chief Executive Officer being Mr. WAN Long and three Executive Directors being Mr. GUO Lijun, Mr. SULLIVAN Kenneth Marc and Mr. YOU Mu. The chairman of the Risk Management Committee is Mr. WAN Long. The primary duties of the Risk Management Committee include, but are not limited to the following:

(i)

establishing and overseeing the risk management system. The Committee considers and formulates risk management framework and to provide guidelines to the management on risk management by setting up procedures to identify, assess and manage material risks faced by our Group, including but not limited to strategic, financial, operational, legal and regulatory risks;

(ii)

reviewing and assessing regularly the adequacy and effectiveness of our Group's risk management framework, internal control systems relating to risk management and risk management policies and procedures in order to identify, assess and manage risks, as well as to oversee and ensure their effective operation, implementation and maintenance;

(iii)

considering major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and management's response to these findings; and

(iv)

reporting any significant risk management issues to the Board and make recommendations and solutions on improvement of the Company's compliance and risk management.

Corporate Governance Documents