Sustainability Committee

Background

In order to achieve the company's long-term sustainable development goals, and cooperate with the Group's annual sustainable development report submitted to the Hong Kong Stock Exchange in compliance with new international standards, the company decided to formally establish a "Sustainable Development Committee" to develop the company's sustainable development direction, guidelines and policies. The Committee will formulate a comprehensive sustainable development policy for the company, monitor the implementation of the relevant policies, and report to the board of directors of the head office. The "Committee" has an inter-departmental working group responsible for advancing and implementing relevant work under specific sustainable development policies.

Terms of Reference

  1. Membership
    1. The Chairman of the Committee shall be the CEO of the Company. Members of the Committee shall consist of the board of directors, CFO, top management and employees. At least one of whom is a director with related operational management expertise.
  2. Attendance at meetings
    1. The Committee may, if necessary, invite representatives of external advisers or consultants to attend the meetings.
    2. Other Board members shall also have the right of attendance.
  3. Frequency of Meetings
    1. The Committee shall meet at least twice a year. Additional meetings shall be held as the work of the Committee demands. Meetings may be held in person, by telephone or by video conference.
  4. Notice of Meetings
    1. Meetings of the Committee shall be summoned by the secretary of the Committee at the request of any member of the Committee.
    2. Notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee before the date of the meeting. Supporting papers shall be sent to the Committee members and to other attendees as appropriate, at the same time.
  5. Proceeding of Meetings
    1. The quorum necessary for the transaction of business of the Committee shall be two. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
  6. Minutes of Meetings
    1. The secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
    2. Draft and final versions of minutes of meetings should be sent to the Committee Chairman for comments and confirmation within three days after such meetings, and sent to all Committee members for their records within a reasonable time after such meetings.
  7. Authority
    1. The Committee is authorized by the Board to:
      • review any activity within its terms of reference;
      • obtain all information and explanations which its members consider necessary to fulfill the duties of the Committee; and
      • obtain outside legal or independent professional advice to assist the Committee in their work, and such advisors may attend meetings as necessary.
  8. Duties
    1. The duties of the Committee shall be:
        • Oversight of the Company’s sustainability and environmental, social and governance (“ESG”) issues
          • to oversee the process used to identify, evaluate and manage material ESG-related issues (including risks to the issuer’s businesses);
          • to monitor integrity of the Company’s sustainability and ESG information in annual reports and to review significant sustainability and ESG reporting judgements contained in them. In reviewing these reports before submission to the Board, the Committee should focus particularly on:
            • ) any changes in sustainability and ESG reporting policies and practices;
            • ) major judgmental areas;
            • ) significant adjustments resulting from internal audit or 3rd party verification;
            • ) the going concern assumptions and any qualifications;
            • ) references of key international environmental, social and corporate governance standards; and
            • ) compliance with the Listing Rules and legal requirements in relation to ESG reporting;
        • Oversight of the Company’s sustainability and ESG strategy
          • to review the Group Sustainability Steering Committee’s progress in driving and reporting impact against ESG-related goals and targets under the Company’s sustainability and ESG strategy;
          • to endorse the Group’s sustainability policies and practices and ESG management approach based on recommendations from the Group Sustainability Steering Committee;
          • to report to the Board on the matters in the applicable code provision(s) of the Environmental, Social and Governance Reporting Guide (Appendix 27) of the Listing Rules; and
          • to consider other topics, as defined by the Board.
  9. Reporting Responsibilities
    1. The Committee shall make whatever recommendations to the Board it deems appropriate or any area within its remit where action or improvement is needed.
    2. The Committee shall report to the Board on any of the following irregularities which come to its attention:
      • significant weaknesses in sustainability and ESG reporting and management;
      • non-compliance with sustainability and ESG policies and procedures of the Company; or
      • infringements of the sustainability and ESG related applicable laws, rules and regulations.
    3. The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure that it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
    4. The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure that it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

Structure of Sustainability Committee

The company's Sustainability Committee (hereinafter referred to as the "Committee") is chaired by the CEO, whose members include the company's directors, chief financial officer, company executives and employees. The committee assists the board of directors in overseeing and managing all sustainable development matters related to daily operations and risk management, and ensures that the sustainable development strategy is consistent with the development goals of D&G Technology. The committee will review the stakeholders’ feedback, update relevant policies, and report to the board of directors on relevant sustainability issues for decision making purposes.

In order to further promote the sustainable development work, in line with the company's strategy of sustainable development governance, the committee has set up a number of sustainable development working groups, with the participation of senior management to ensure that sustainable development is implemented in a holistic manner to enhance our performance in various sustainable development areas. In addition, it also cooperates with external stakeholders to urge them to participate in the company's sustainable development policy and progress.