The Environmental, Social and Governance Committee (“ESGCom”) is to advise and assist the Board in managing matters relating to Environmental, Social and Governance ("ESG") of the Company and its subsidiaries (the "Group"), such as governance, policies, initiatives, performance and reporting.
In these terms of reference, "ESG" refers to the aspects as stipulated in the Appendix 27 Environmental, Social and Governance Reporting Guide to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited issued by the Hong Kong Exchange and Clearing Limited.
Composition, Notice and Quorum
a. The ESGCom shall consist of one Executive Director and the respective department heads of functions of:
- Discovery Bay Operations (including City Management & Transportation);
- Commercial Property Management;
- Human Resources and Administration;
- Sales & Marketing;
- Corporate Communications;
- Company Secretarial; and
- Any other functions as the Chairman of the ESGCom considered appropriate.
Members of the ESGCom are required to attend meetings of the ESGCom. Other Board members or Management may be invited by the Chairman of the ESGCom to attend, if necessary. External advisers may also be invited to attend ESGCom meetings.
b. The Board shall appoint the Chairman of the ESGCom. In the absence of the Chairman and/or an appointed deputy at any meeting, the ESGCom will elect one of the members present to act as the Chairman. The Chairman of the ESGCom should attend the annual general meeting to support in answering shareholder questions on the ESGCom's activities.
c. Prior notice in writing or by telephone of upcoming meetings should be given to all ESGCom members unless otherwise waived by members in writing. The presence of a member at the meeting deems to have given his/her consent to a waiver or short notice.
d. Information and materials relevant to the agenda of each ESGCom meeting shall be circulated to all members of the ESGCom in a timely manner in preparation of such meetings.
e. 3 members shall constitute a quorum. Decisions shall be determined by a simple majority and, in the event of a tie, the Chairman of the ESGCom shall have the casting vote.
Authority and Duties
- The ESGCom is authorised by the Board to investigate any ESG-related activity within its terms of reference. It is authorised to access any information it requires from any employee of the group and all employees are directed to co-operate with any request made by the ESGCom.
- The ESGCom is authorised by the Board to obtain external independent professional advice, at the Company's expense, and to secure the attendance of external parties with relevant experience and expertise if necessary.
- The ESGCom is authorised to obtain sufficient training and resources to discharge its duties if necessary.
- The ESGCom may delegate certain of its duties to the Corporate Social Responsibility Task Force (the "CSR Task Force"), which comprises members of the Corporate Communications Department and Company Secretarial Department, with such powers as appropriate to discharge relevant duties.
Duties of the ESGCom shall include:
ESG vision and strategy
a) Research, monitor and review current and rising ESG trends and issues in understanding emerging ESG matters that affect the Group's operations; and
b) Determine and review the Group's ESG vision, objectives and strategy, and make recommendations to the Board for the approval of the relevant initiatives.
c) Identify, determine and evaluate ESG risks and opportunities of the Group, which shall be reported to the Board;
d) Ensure effective risk management and internal control systems are in place for managing ESG risks;
e) Identify, assess and determine ESG issues that are material to the operations of the Group and/or stakeholders' interests;
f) Advise the Board on the allocation of resources on ESG initiatives;
g) Develop and establish ESG policies and procedures in guiding the implementation of relevant ESG initiatives
h) Review the Group's ESG policies and procedures to ensure that they remain valid and fit for purposes;
i) Monitor and review the Group’s operations to ensure that they are in compliance with relevant ESG policies and procedures, as well as applicable laws and regulations and international standards;
j) Oversee the implementation of the Group’s ESG strategy and initiatives;
k) Set targets to measure the attainment of the initiatives and develop continuous improvement programme for ESG performance;
l) Measure and evaluate performance of the Group against ESG targets set, which shall be reported to the Board, and advise on actions needed to improve performance;
m) Ensure sufficient and adequate training on ESG issues is provided to relevant employees; and
n) Oversee stakeholder engagement and materiality assessment processes to ensure effective communication and relationship are maintained with stakeholders, while safeguarding the Group's reputation.
o) Determine the reporting standard to be adopted for the ESG report;
p) Determine the reporting boundary of the ESG report;
q) Oversee the ESG reporting preparation by the CSR Task Force; and
r) Review the annual ESG Report and the Corporate Social Responsibilities section in the Company’s annual report, which shall be prepared by the CSR Task Force, and make recommendations to the Board for approval.
s) Review budget and work plan of community initiatives, and make recommendations to the Board for approval; and
t) Review operations, results and performance of community initiatives, including the volunteering teams and other charity activities, as well as internal and external feedback on the initiatives, and provide updates to the Board as appropriate.
u) Review and evaluate the performance of the ESGCom and these terms of reference to ensure its operating effectiveness, and recommend any changes it considers appropriate for the Board’s approval; and
v) Identify and monitor actions that are necessary to enable the ESGCom to discharge its responsibilities.
In carrying out its responsibilities, the ESGCom shall conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the constitution of the Company or imposed by legislation.
Reporting Procedures and Frequency of Meetings
The Group Company Secretary shall act as the Secretary of the ESGCom, who shall circulate draft and final versions of the minutes of the meetings of the ESGCom to all members of the ESGCom for their comment and record, within a reasonable time after the meetings. The secretary shall also copy the final versions of the minutes to other members of the Board (who are not members of the ESGCom) for their records.
Meeting of the ESGCom shall be held at least once every year. Upon request of the Chairman, additional meetings shall be held. All meetings of ESGCom shall be summoned by the secretary of the ESGCom.