Corporate Governance  

 

 

ITE (Holdings) Limited ("ITE" or the "Company") and its subsidiaries (together, the "Group") possess a core set of values that drive the way in which we work. We aim to be client-focused, technology-driven, team-orientated, and to develop and sustain long-term working partnerships with our clients to enable them to benefit from our business and technical expertise. We strive to maintain professionalism and integrity at all times.

The Group is committed to maintaining high standards of ethics, corporate governance and effective accountability mechanisms in every aspect of its business. Conducting business in a socially responsible and honest manner serves both the Group's and shareholders' long-term interests.

The Group firmly believes that its commitment to good corporate governance has allowed it to grow from a firm foundation and provides quality products and services to the community, while maximizing shareholders' returns.

The Group maintains high transparency with the timely release of information to shareholders and investors.

Our People

ITE employs and trains for highly qualified and highly skilled staff. We understand that our employees are key to our success. We therefore promote a culture of innovation, collaboration, and openness, and fully support individuals' career development. We adopt a policy of equal opportunities for all employees and candidates.

Social Responsibility and Citizenship

ITE strives to make Hong Kong a better place for all. We believe in being socially responsible and contributing to the wider community, we support for worthy initiatives and charity campaigns. We encourage the staffs to participate in meaningful social events for satisfied feeling of having contributed more than just their hard work, time and effort to the Company and Hong Kong community. It is ITE's policy to minimize our impact on the environment and ensure sustainable development. We encourage recycling in order to reduce harmful waste and provide work experience placements for the youth.

Health and Safety

It is the key responsibility of all directors and managers to maintain appropriate health and safety standards throughout ITE. We are committed to ensure that our business activities comply with all industrial and vocational standards, rules and regulations. ITE's objectives are to identify, remove, reduce or control material risks of fires and of accidents or injuries to our employees and visitors.

The Board of Directors

The board of directors (the "Directors") of the Company (the "Board") supervises the Group's management. The Group currently has seven Directors. There are three independent non-executive Directors on the Board. The Board considers this a reasonable balance. Non-executive Directors offer the Group a wide range of expertise and experience, and plays an important role on the Board by ensuring that all shareholders' interests are taken into account. Their active participation ensure that management processes are critically reviewed and controlled.

The Directors have relevant and timely information before them whenever needed, as well as unrestricted access to the advice and assistance of the company secretary, who is responsible for ensuring that proper board procedures and all applicable laws and regulations are complied with. The Directors can retain independent professional advisors at the Group's expense if they considerate necessary and appropriate.

Newly appointed Directors receive briefings and an orientation to ensure that they are aware of their own legal and other responsibilities as a director. The company secretary keeps the Directors up to date with the latest developments in the listing rules and other regulatory requirements to ensure compliance.

The Company's articles of association provide that one third of the Directors must retire from office by rotation, then stand for re-election (if desired) by the shareholders at the next annual general meeting.

Audit Committee

The audit committee comprises three independent non-executive Directors. The audit committee meets at least four times annually and is authorized by the Board to investigate any activity within its terms of reference, and it may obtain independent professional advice if necessary. The audit committee is mainly responsible for the following:

- reviewing the financial statement and auditors' report to ensure that they present a true and balanced assessment of the Group's financial position
- considering terms of appointment, dismissal and replacement of the Group's auditors
- meeting with the auditors to discuss audit issues if considered necessary
- reviewing the Group's internal controls
- making recommendations on the application of accounting policies

Should you wish to make a complaint regarding accounting, internal accounting controls, or auditing matters, please contact us at accountingdisclosure@hkite.com.

Should you be aware of any suspected acts of embezzlement of Company funds by the Chairman, Directors, CEO, other members of senior management and staffs, you may promptly report to contacttoined@hkite.com in confidence. All reports will be channeled to the Company's independent non-executive Directors without the knowledge of the Chairman and CEO. Anonymity will be guaranteed if requested.

Remuneration Committee

The purpose of the Remuneration Committee is to discharge the Board's responsibilities relating to executive and director compensation by focusing the Company on appropriate remuneration policies that are designed to meet the needs of the Company and enhance corporate and individual performance.

The major role of the Remuneration Committee is to set director and executive compensation policy and strategy, approve senior executive service agreements and severance arrangements and oversee the use of equity-based compensation etc.

Shareholder Meetings

The Group is committed to fair disclosure and comprehensive and transparent reporting of its activities. The Board and senior management maintain a constant dialogue with shareholders and investors through various channels, including the company's annual general meeting. The Group has a designated Director to deal with shareholders' concerns throughout the year. Should shareholders wish to raise any concerns or comments with the Company, please contact us at shareholdersenquiry@hkite.com.

Procedures for the annual general meeting are reviewed periodically to ensure that the Company follows best corporate governance practice. A circular is sent to all shareholders at least 21 days prior to the meeting setting out details of each resolution proposed, voting procedures and other relevant information. The Chairman, Board members and external auditor attend the annual general meeting to answer shareholders' questions. Vote results are posted on the company's internet site as soon as possible after the meeting.