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Board Composition

The Board of the Company comprised ten Directors, including two executive Directors, four non-executive Directors and four independent non-executive Directors.

The Board is responsible for the leadership and management of the Company. Key responsibilities of the Board comprise formulation of the Group's overall strategies and policies, setting of performance and management targets, evaluation of business performance and supervision of management's performance. The management was delegated the authority and responsibility by the Board for the management and operations of the Group.

List of Directors and Their Role and Function

 

Board Committees

To oversee particular aspects of the Company's affairs and to assist in the execution of its responsibilities, the Company has established five Board Committees under the Board, namely the Audit Committee, the Remuneration Committee, the Nomination Committee, the Strategy and Development Committee and the sustainability Committee, each of which is governed by specific terms of reference approved by the Board, covering its functions, duties and powers.

 

Audit committee

The Audit Committee comprises three independent non-executive Directors, in which two possess the relevant professional qualifications required under the Listing Rules.

The Audit Committee serves as a focal point for communication between other directors, the external auditors, and the management as their duties relate to financial and other reporting, internal controls and the auditing. The Audit Committee assists the Board in fulfilling its responsibilities by providing an independent review of financial reporting and by satisfying themselves as to the effectiveness of the Company's internal controls and as to the efficiency of the audits.

Terms of Reference

Composition

 

Remuneration Committee

The Remuneration Committee comprises three independent non-executive Directors.

The duties of the Remuneration Committee are to review annually and recommend to the Board the overall remuneration policy and structure for the directors and senior management to ensure that the level of remuneration is linked to their level of responsibilities undertaken. The Remuneration Committee shall also evaluate annually the performance of the directors and the senior management and recommend to the Board specific adjustments in their remuneration and/or reward payments.

Terms of Reference

Composition

 

Nomination Committee

The Nomination Committee comprises four members, three of whom are non-executive Directors and the remaining one member is independent non-executive Director.

The responsibilities of the Nomination Committee are to review the structure, size and composition, including the skills, knowledge and experiences of the Board and make recommendations to the Board regarding any proposed changes. The Nomination Committee is also responsible for identifying and nominating suitable candidates qualified to become Board members and makes recommendations to the Board on relevant matters relating to the appointment or re-appointment of directors if necessary, in particular, candidates who can add value to the management through their contributions in the relevant strategic business areas and which appointments will result in the constitution of a stronger and more diverse Board. In the selection process, the Nomination Committee makes reference to criteria including, inter alia, reputation for integrity, accomplishment and experience in the dairy industry, professional and educational background, and commitment in respect of available time.

Terms of Reference

Composition

 

Strategy and Development Committee

The Strategy and Development Committee comprises one executive Director and four non-executive Directors.

The principal duties of the Strategy and Development Committee include drawing up long-term development strategies and significant investments on financing plans of the Company, proposing significant capital investment for operation projects, and conducting studies and making recommendation on important matters that would affect the development of the Company.

Composition

 

Sustainability Committee

Sustainability Committee comprises one executive Director, two non-executive Directors and one independent non-executive Director.

The principal duties of the Sustainability Committee include overseeing sustainability, Environmental, Social and Governance (“ESG”) issues and risks, identifying ESG matters that are relevant and material to the operations of the Company and its subsidiaries, assisting the Board in preparing and reviewing the annual ESG Report.

Composition

 

Memorandum and Articles of Association of the Company

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Procedure for Shareholders to Propose a Person for Election as Director

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