Annual Report 2019

105 Transport International Holdings Limited 2019 Annual Report Corporate Governance Report Provides direction on the risk management and internal control culture. The Audit and Risk Management Committee Assists the Board in monitoring the performance of the Group’s risk management and internal control systems; Reviews the Group’s internal control and risk management reports prior to endorsement by the Board; Reviews the effectiveness of the Company’s external and internal audit functions; and Ensures staff are appropriately trained for their relevant positions to ensure that they carry out their duties in accordance with the requirements of good internal control practices. Management Designs, implements and maintains an effective internal control system, including the Group’s Quality Management System; and Ensures a proper reporting channel so that emerging risks are reported to the Audit and Risk Management Committee in a timely manner. The Internal Audit Department Supports the Audit and Risk Management Committee in reviewing the effectiveness of the Group’s risk management and internal control systems; Works with business units to ensure sound internal controls and compliance functions are in place; and Conducts independent reviews and other special investigations requested by the Board, the Audit and Risk Management Committee and the Management. The Group’s internal control and risk management framework, based on the Committee of Sponsoring Organisations of the Treadway Commission’s Internal Control – Integrated Framework issued in May 2013, consists of the following components: Control Environments The Group complies with the requirement in the Listing Rules that at least one-third of the Board members should be Independent Non-executive Directors to demonstrate independence from management and exercises oversight of the development and performance of internal control. The Board of Directors and the Board Committees are chaired by Independent Non-executive Directors. There are four designated Board Committees which meet on a regular basis for day-to-day management of the Group’s business. The Group has a well-defined organisational structure with succinct lines of authority and control responsibilities, which are clearly set out in writing and documented in the form of organisation charts and job manuals for the corresponding operating and business units. Integrity and honourable business ethics are foundational to the continued success of the Group. The Code of Conduct and the Staff Handbook, which are accessible to all Directors and employees, define the rules and policies which all Directors and staff are bound to follow. The Code of Conduct emphasises transparency, objectivity, integrity and reliability in the handling of financial information and in respect of disclosure in financial reports. In addition, the Staff Handbook reminds all staff members that they must not make use of their position to solicit or receive any advantage from any third parties. A whistleblowing policy has been established by the Audit and Risk Management Committee to deal with concerns related to fraudulent or unethical acts or instances of non- compliance with the law or with the Group’s policies that have or could have a significant adverse financial, legal or reputational impact on the Group. The Group will respond to all such concerns expressed fairly and properly. The Group’s whistleblowing policy and procedures, which are published on the Company’s website, apply to employees at all levels and in all divisions as well as to business partners, suppliers and any third parties that deal with the Group. The Audit and Risk Management Committee has overall responsibility for the whistleblowing policy, notwithstanding that it has delegated day-to-day responsibility for overseeing and implementing the same to the Company Secretary.