Annual Report 2019

094 Transport International Holdings Limited 2019 Annual Report Corporate Governance Report Good corporate governance is the foundation of business success as it provides the basis for stakeholder confidence and sustainable returns for shareholders. To achieve this goal, Board members and staff observe a set of sound policies, procedures and rules. The Group also takes into account the interests of stakeholders when setting long term business goals. Corporate Governance Framework The Group’s Corporate Governance Framework (the “Framework”) is built on principles of accountability, transparency and integrity, with the aim of identifying all the key participants in good governance, their correlation and their contribution to the application of effective governance policies and processes. The Board and senior management use the Framework as a performance-oriented benchmark in evaluating the achievement of the Group’s business goals. In response to changes in regulatory requirements, environmental needs, social expectations and international relations, the Group regularly reviews the Framework, updates its management policies and practices, and ensures the same are closely followed at all levels throughout the Group. The corporate governance objectives are achieved primarily through implementation of the following measures: Maintenance of a diverse and optimal board composition, establishment of efficient management reporting systems and retention of a professional management team to ensure that the Directors are sufficiently informed prior to making decisions in the best interests of the stakeholders; Establishment of thorough internal audit and control systems to safeguard against risks, protect the assets of the Group and ensure that its policies and management practices are executed as planned and that any irregularities, deviations, material misstatements and instances of malpractice are swiftly identified and rectified; and Establishment of transparent and effective communication channels to ensure that the Group’s affairs are brought to the attention of shareholders, customers and other stakeholders. Corporate Governance Code Compliance The Company abides by the corporate governance principles contained in the Corporate Governance Code (the “CG Code”) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The CG Code sets out the principles of good corporate governance with two levels of recommendations: (a) “Code Provisions” and (b) “Recommended Best Practices”. The Company complied with all applicable Code Provisions throughout the year ended 31 December 2019, except that three Directors of the Company were unable to attend the Annual General Meeting of the Company held on 16 May 2019 (the “2019 AGM”) as provided for in Code Provision A.6.7 owing to other engagements. The Board of Directors Board Composition The composition of the Board represents a balance of high calibre executive and non-executive directors possessing relevant skills, industry knowledge, first-hand experience and a diversity of perspectives which are essential to the businesses of the Group. As at 31 December 2019, the Board comprised 15 members, including 5 Independent Non-executive Directors, 9 Non-executive Directors and 1 Executive Director. Day-to-day management of the Group’s businesses is delegated to the senior management under the supervision of four designated Board Committees: the Standing Committee, the Audit and Risk Management Committee, the Remuneration Committee and the Nomination Committee. The Board of Directors and the Board Committees are chaired by Independent Non- executive Directors. The compositions of the Board and Board Committees at 31 December 2019 are stated below: