Annual Report 2023

144 2023 Annual Report Transport International Holdings Limited CORPORATE GOVERNANCE REPORT Control Environments The Group complies with the requirement of the Listing Rules that at least one-third of the Board members should be Independent Non-executive Directors to demonstrate the Board’s independence from the Management in overseeing the development and performance of internal control. The Board of Directors and the Board Committees are chaired by Independent Non-executive Directors. There are four designated Board Committees which meet on a regular basis for day-to-day management of the Group’s business. The Group has a well-defined organisational structure with succinct lines of authority and control responsibilities, which are clearly set out in writing and documented in the form of organisation charts and job manuals for the corresponding operating and business units. Integrity and honourable business ethics are foundational to the continued success of the Group. The Code of Conduct and the Staff Handbook, which are accessible to all Directors and employees, define the rules and policies that all Directors and staff are bound to follow. The Code of Conduct emphasises transparency, objectivity, integrity and reliability in the handling of financial information and the disclosure in financial reports. In addition, the Staff Handbook reminds all staff members that they must not make use of their position to solicit or receive any advantage from any third parties. A whistleblowing policy has been established by the Audit and Risk Management Committee to deal with concerns related to fraudulent or unethical acts or instances of non-compliance with the law or with the Group’s policies that have or could have a significant adverse financial, legal or reputational impact on the Group. The Group will respond to all such concerns expressed fairly and properly. The Group’s whistleblowing policy and procedures, which are published on the Company’s website, apply to employees at all levels and in all divisions as well as to business partners, suppliers and any third parties that deal with the Group. The Audit and Risk Management Committee has overall responsibility for the whistleblowing policy, notwithstanding that it has delegated day-to-day responsibility for overseeing and implementing the policy to the Company Secretary. Risk Assessment TIH Enterprise Risk Management System The Group has an Enterprise Risk Management System (“ERM System”) which has the following objectives: To provide a systematic approach to the early identification and management of risks; To provide consistent risk assessment criteria; To make available accurate and concise risk information that informs decision making including business directions; To adopt risk treatments that are cost-effective and efficient in reducing risk to an acceptable level; and To monitor and review risk levels to ensure that risk exposure remains within an acceptable range. The Group’s ERM System was designed with reference to the COSO ERM framework.