- Introduction
- Audit Committee
- Remuneration Committee
- Nomination Committee
- Corporate Governance Committee
- Internal Control
INTRODUCTION
New Media Lab Limited is committed to maintaining corporate govermance and effective accountability mechanisms in every aspect of its business. Conducting business in a socially responsible and honest manner serves both the long-term interests of the Company and its shareholders.
The Company believes that its commitment to good corporate governance has given it a firm foundation for growth and enabled it to provide quality products and services to the community, while maximising shareholders’ returns.
The Board has established Audit Committee, Remuneration Committee, Nomination Committee, Corporate Governance Committee and Executive Committee to ensure proper reporting and uphold corporate governance.
Other measures to safeguard shareholders’ interests include the prompt disclosure of relevant information to shareholders through:
- Annual and interim reports
- Announcements
- Circulars
- Press releases
All of these are available on the websites of the Company and the Hong Kong Stock Exchange.
The Company also convenes post-results press conferences and investor meetings to enhance transparency.
Audit Committee
Established on 26 June 2023, the Audit Committee comprises the following members:
Mr. Mak Kam Chiu* (Chairman of the Committee)
Ms. Cheng Ka Yu*
Mr. Niu Zhongjie*
*Independent Non-executive Director
Under specific written terms of reference, the Audit Committee is primarily responsible for making recommendations to the Board on the appointment and removal of the external auditor, to approve the remuneration and terms of engagement of external auditor, review financial information and oversight of the financial reporting system and internal control procedures.
Remuneration Committee
Established on 26 June 2023, the Remuneration Committee comprises the following members:
Mr. Niu Zhongjie* (Chairman of the Committee)
Mr. Wong Chi Fai#
Mr. Mak Kam Chiu*
* Independent Non-executive Director
# Executive Director
Under specific written terms of reference, the primary duties of the Remuneration Committee are making recommendation to the Board on the Company’s policy and structure for the remuneration of directors and senior management, reviewing and making recommendations to the Board on the directors' fee and remuneration packages of directors.
Nomination Committee
Established on 26 June 2023, the Nomination Committee comprises the following members:
Ms. Cheng Ka Yu* (Chairperson of the Committee)
Ms. Fan Man Seung, Vanessa#
Mr. Niu Zhongjie*
* Independent Non-executive Director
# Executive Director
Under specific written terms of reference, the primary duties of the Nomination Committee include nominating potential candidates for directorship, reviewing the nomination of directors, assessing the independence of independent non-executive directors and making recommendations to the Board on such appointments.
Corporate Governance Committee
Established on 26 June 2023, the Corporate Governance Committee comprises the following members:
Ms. Fan Man Seung, Vanessa# (Chairperson of the Committee)
Mr. Mak Kam Chiu*
Ms. Cheng Ka Yu*
A representative from Company Secretarial function
A representative from Finance & Accounts function
* Independent Non-executive Director
# Executive Director
Under specific written terms of reference, the major responsibilities of Corporate Governance Committee include reviewing the corporate governance practice and disclosure systems of the Company and introducing relevant principles concerning corporate governance so as to enhance the standard of corporate governance of the Company.
Internal Control
Governance Control
The control structure of the Control Systems has been established since 26 June 2023 is set out as follows:
The Board
- responsible for the overall Control Systems and reviewing their effectiveness;
- oversee the Control Systems on an ongoing basis with the assistance of the Audit Committee;
- ensure the maintenance of appropriate and effective Control Systems;
- define management structure with clear lines of responsibility and limits of authority; and
- determine the nature and extent of significant risks (including ESG risks) that the Group is willing to take in achieving the strategic objectives and formulate the Group’s risk management strategies.
Audit Committee
- review and discuss the Control Systems with the management annually to ensure that the management has performed its duty to maintain effective Control Systems. This discussion also includes the adequacy of resources, staff qualification and experience, training programs and budget of the Group’s accounting, internal audit and financial reporting function;
- review the nature and extent of significant risks (including ESG risks), and the Group’s ability to respond to changes in its business and the external environment;
- consider major findings on internal control matters (if any) raised by internal or external auditors and make recommendations to the Board; and
- review and discuss annually with the significant control failings or weaknesses that are identified and raised by the internal and external auditors.
Executive Committee
- review the effectiveness of ESG-related risk management and internal control systems and report to the Audit Committee for its review.
The management (includes CEO, heads of business units, departments and divisions)
- design and implement the Control Systems’ policy and procedures duly endorsed by senior management and the Board;
- monitor the Control Systems properly and ensure that they are executed effectively;
- monitor risks and take measures to mitigate risks in their day-to-day operations;
- give prompt responses to, and follow up the findings on internal control matters raised by internal or external auditors;
- provide written confirmation to the Board on the effectiveness of the Control Systems; and
- prepare organization charts to show the reporting relationships within the operation and management to establish lines of responsibilities.
Internal Audit Department/External Professional
- carry out the analysis on sample basis and independent appraisal of adequacy and effectiveness of the Control Systems in respect of all material controls, including operational, financial and compliance aspects;
- alert the management on the audit review findings or irregularities, if any, and advise them on the implementation of necessary steps and actions to enhance the internal controls of the Group; and
- report the results of internal audit reviews and agreed action plans to the Audit Committee and the Board on regular basis.
