Annual Report 2024

62 China Merchants China Direct Investments Limited Annual Report 2024 CORPORATE GOVERNANCE REPORT CORPORATE GOVERNANCE The Company is committed to maintaining high standards of corporate governance. The Board believes that good corporate governance practices are important to protect shareholders’ interests and to promote investor confidence. The Company complies with the relevant requirements under the Hong Kong Companies Ordinance, the Hong Kong Securities and Futures Ordinance, the Listing Rules, the US Foreign Account Tax Compliance Act and the Common Reporting Standard. Further, the Company has complied with all the code provisions that were in force as set out in Appendix C1 to the Listing Rules (Corporate Governance Code (the “ Code ”)) throughout the year under review, except for the deviations as stated below: According to the Investment Management Agreement, the portfolio and day-to-day administration of the Company are handled by the Investment Manager. Meanwhile, except the qualified accountant whose remuneration package is determined and borne by the Investment Manager, the Company has no salaried employees. The Stock Exchange of Hong Kong Limited has granted a waiver to the Company for establishment of remuneration committee on condition that the Executive Directors and senior management of the Company will not receive any Directors’ fee or emolument from the Company. Thus, no remuneration committee has been established by the Company. In addition, it is suitable for the Company to hold regular Board meeting twice a year at a minimum. The Board continues to monitor and review the Company’s corporate governance practices to ensure compliance. BOARD OF DIRECTORS As at 31 December 2024, the Board consisted of two Executive Directors, four Non-executive Directors and five Independent Non-executive Directors. Further details of the composition of the Board and the biography of the Directors are set out on page 2 and pages 49 to 55 of the Annual Report, respectively. In addition, an updated list of the Directors identifying their role and function is available on the Company’s website. Save as disclosed, members of the Board are not related to each other, including financial, business, family or other material relationship. The Company has appointed an Investment Manager to manage its investment portfolio and day-to-day administration of the Company. According to the Investment Management Agreement entered into between the Company and the Investment Manager, the Investment Manager undertakes all investment and management duties arising pursuant to the operations of the Company and its responsibilities include identifying and evaluating investment opportunities, executing investment decisions, monitoring and enhancing investments of the Company, making decisions on investments and realisations for the Company, managing the corporate affairs of the Company and dealing with its day-to-day administration.