Annual Report 2024

China Merchants China Direct Investments Limited Annual Report 2024 63 CORPORATE GOVERNANCE REPORT (CONTINUED) BOARD OF DIRECTORS (CONTINUED) The Board is responsible for formulating the Company’s overall investment strategy and guidelines that the Investment Manager shall follow to make the investments. The Board is also responsible for performing the following corporate governance duties as required under the Code: ‧ developing and reviewing the Company’s policies and practices on corporate governance; ‧ reviewing and monitoring the training and continuous professional development (“ CPD ”) of the Directors and senior management; ‧ reviewing and monitoring the Company’s policies and practices on compliance with legal and regulatory requirements; ‧ developing, reviewing and monitoring the code of conduct and compliance manual (if any) applicable to the employees and Directors; and ‧ reviewing the Company’s compliance with the Code and disclosure in the corporate governance report. During the year under review, the Board has performed the above duties. For ensuring that independent views and input are available to the Board, the Company has in place the following mechanism: ‧ the Board has a number of five Independent Non-executive Directors representing more than one-third of the Board and all of them have different backgrounds and qualifications; ‧ Independent Non-executive Directors may take independent professional advice if they so wish at the expense of the Company to assist them to perform their duties; ‧ meeting held at least once a year between the Chairman and all Independent Non-executive Directors without the presence of other Directors provides a useful forum for the Independent Non-executive Directors to express their views on the Company’s affairs; and ‧ company visits to investee companies are arranged for the Independent Non-executive Directors to enhance their understanding of the Company’s investments. During the year under review, the Board has reviewed and considers that the above mechanism has been properly implemented and remains effective to ensure an independent element on the Board.