Annual Report 2021

057 Corporate Governance Report Miramar Hotel and Investment Company, Limited Annual Report 2021 The Board makes broad policy decisions and has delegated the responsibility to the Chief Executive Officer for corporate policy formulation and schematization, as well as promoting the Group’s business development and enhancing its competitiveness and status in the industry. The key function of the Chairman is the management of the Board. The day-to-day management and operation of the Company’s businesses are delegated to the senior management. The Board has the following matters specifically reserved for its approval: 1. Major acquisitions and disposals, and joint ventures; 2. Major project investments, and major capital expenditure programmes; 3. Annual budgets, and business and financial plans; 4. Financial statements, dividend distributions, capital structure, treasury policy, and accounting policy; 5. Remuneration policy and terms of employment of the senior executive team; and 6. Public announcements as required under the Listing Rules. During the year ended 31 December 2021, four board meetings were held to review and approve financial results, evaluate operating performance and direct business development. The Board has a total of four board committees to assist it in carrying out its responsibilities; and they are the General Purpose Committee, the Remuneration Committee, the Audit Committee and the Nomination Committee, all of which have defined terms of reference setting out their respective duties, powers and functions. Corporate Governance Function The Board has undertaken the following corporate governance functions: (a) to develop and review the Company’s policies and practices on corporate governance and make recommendations to the Board; (b) to review and monitor the training and continuous professional development of directors and senior management; (c) to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements; (d) to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors; and (e) to review the Company’s compliance with the Corporate Governance Code and disclosure in the Corporate Governance Report.