The Board of Directors plays a pivotal role in CTGI's corporate governance by "setting strategies, making decisions, and?preventing risks". The Board of Directors is responsible for implementing various resolutions approved at the General?Meeting of Shareholders, overseeing and managing the Company's management team and daily operations on?behalf of shareholders, ensuring compliance, standardized operations, sustainable, healthy, and stable development?of the Company, and protecting the legitimate rights and interests of the Company and its shareholders. The Board?of Directors consists of 4 standing committees, including the Strategy and Investment Committee, Remuneration?Committee, the Audit and Risk Management Committee, and the ESG and Related-party Transaction Committee. These?standing committees have well-defined boundaries and specific functions to assist the Board of Directors in making?informed decisions, ensuring the scientific rigor and accuracy of its decision-making processes.
Strategy and Investment Committee
The Strategy and Investment Committee is primarily responsible for reviewing the Company's?strategies, business plans, annual comprehensive plans, annual budgets, investment plans, dividend?schemes, and other relevant important matters. It proposes the Company's investment policies,?assesses investment projects, and provides guidance and supervision on the Company's investment?risk control. Moreover, the committee provides feedback and recommendations on the environmental?and social impact due diligence reports related to the Company's investment projects.
Remuneration Committee
The Remuneration Committee is primarily responsible for researching the Company's director?remuneration system and specific policies, the performance and compensation plans for senior?management members, and the major revenue distribution plans of the Company. It assesses?the qualifications of director candidates and examines the selection criteria, procedures, and?methods for senior management members. It also evaluates candidates for senior management?positions, the board secretary, and the company secretary, providing recommendations to the?Board of Directors.
Audit and Risk Management Committee
The Audit and Risk Management Committee is primarily responsible for reviewing and monitoring?the Company's risk management regulations, internal control regulations, legal compliance?management regulations, and code of ethics and integrity. It also examines, inspects, and?evaluates the Company's internal audit work and reviews the Company's annual audit plan and?significant audit reports. To maintain good corporate governance and the legal compliance of?all economic and financial activities of the Company, the committee also supervises the actions?of directors and management team, assessing their compliance with applicable laws and the?requirements of the Company's relevant policies, and manages the violation reporting channels.?The convener of the Audit and Risk Management Committee has extensive industry experience,?having served as a director of several listed companies and as a convener/chairperson/member?of various Audit Committees.
ESG and Related-party Transaction Committee
The ESG and Related-party Transaction Committee is primarily responsible for deliberating the?Company's sustainable development issues, examining the establishment, processes, and systems of?the Company's ESG framework, reviewing the Company's ESG vision, strategy, objectives, and social?responsibility project plans, evaluating the operation of the Company's ESG framework, identifying?pertinent risks and opportunities, and providing recommendations to the Board of Directors to?ensure the sustainability of corporate governance. The committee is also responsible for formulating?management policies concerning related party transactions of the Company, overseeing and?reviewing such transactions to ensure compliance with relevant laws, regulations, and the Company's?internal policies, ensuring the compliance of these transactions. Furthermore, the committee regularly?receives updates on the Company's information disclosure and engagement with stakeholders,?supervising and guiding these efforts to enhance the transparency of the Company.
