Pollux Properties Ltd. (the “Company”) and its subsidiaries (collectively, the “Group”) are committed to maintaining a high standard of corporate governance within the Group, so as to ensure greater transparency and protection of shareholders’ interests. The Group supports the spirit of the Code of Corporate Governance 2018 (the “Code”) and accompanying Practice Guidance issued in August 2018, whilst also recognising that it needs to develop and maintain its own corporate governance processes to meet its speciﬁc business needs.
This report outlines the Group’s corporate governance processes and structures that were in place throughout the ﬁnancial year ended 31 December 2022 (“FY2022”), with speciﬁc reference made to each of the principles of the Code. The board of directors (the “Board” or the “Directors”) of the Company conﬁrms that, for FY2022, the Group has adhered to the principles and provisions as set out in the Code. Where there were any deviations from any provisions of the Code, appropriate disclosures and explanations are provided in this report.
Where necessary, the Board will review and set out the appropriate corporate governance practices to comply with the Code in the next annual report covering the ﬁnancial year ending 31 December 2023.
1. The Board’s Conduct of Affairs
Principle 1: The Company is headed by an effective Board which is collectively responsible and works with the Management for the long-term success of the company.
2. Board Composition and Guidance
Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company.
3. Chairman and Chief Executive Officer
Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making.
4. Board Membership
Principle 4: The Board has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board.
5. Board Performance
Principle 5: The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors.
6. Procedures for Developing Remuneration Policies
Principle 6: The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for ﬁxing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration.
7. Level and Mix of Remuneration
Principle 7: The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the Company, taking into account the strategic objectives of the Company.
8. Disclosure on Remuneration
Principle 8: The Company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation.
ACCOUNTABILITY AND AUDIT
9. Risk Management and Internal Controls
Principle 9: The Board is responsible for the governance of risk and ensures that Management maintains a sound system of risk management and internal controls, to safeguard the interests of the company and its shareholders.
10. Audit Committee
Principle 10: The Board has an Audit Committee (“AC”) which discharges its duties objectively.
SHAREHOLDER RIGHTS AND ENGAGEMENT
11. Shareholder Rights and Conduct of General Meetings
Principle 11: The Company treats all shareholders fairly and equitably in order to enable them to exercise shareholders’ rights and have the opportunity to communicate their views on matters affecting the Company. The Company gives shareholders a balanced and understandable assessment
of its performance, position and prospects.
12. Engagement with Shareholders
Principle 12: The Company communicates regularly with its shareholders and facilities the participation of shareholders during general meetings and other dialogues to allow shareholders to communicate their views on various matters affecting the Company.
MANAGING STAKEHOLDERS RELATIONSHIPS
13. Engagement with Stakeholders
Principle 13: The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the company are served.