Corporate Governance

Nexteer Automotive promotes the highest standards of corporate citizenship. The company is committed to compliance with all applicable laws and regulations wherever it does business.

Memorandum and Articles of Association

Shareholders’ Communication Policy

Nexteer’s Board of Directors is responsible and has general powers for the management and conduct of its business. The Board comprises eight directors, including six non-executive directors, a majority of whom are independent.

The company has established an Audit and Compliance Committee and a Remuneration and Nomination Committee. The committees operate in accordance with terms of reference established by our Board of Directors.

We commit to acting in accordance with the law and conducting our business with the highest degree of integrity. We recognize that the actions of each individual reflect on Nexteer and its culture. Every employee is responsible for upholding the standards established, including reporting violations consistent with applicable laws. Our global compliance standards, including our Code of Conduct, help us achieve greater accountability to our stakeholders and continually improving our sustainability reporting practices.

Board of Directors

View Nexteer’s Board of Directors.

View procedures for shareholders to propose a person for election as a Director.

Audit and Compliance Committee

The company established an Audit and Compliance Committee on June 15, 2013, and has provided clean written terms of reference as required by Code Provisions in D.2. The terms of reference (as revised on March 15, 2023) are in compliance with Rule 3.21 of the Listing Rules and Code Provisions in sections C.3 and D.3 of the Corporate Governance Code and Corporate Governance Report (the Hong Kong) CG Code) contained in Appendix 14 of the Listing Rules.

The primary duties of the Audit and Compliance Committee include, without limitation, assisting Nexteer’s Board by providing an independent view of the effectiveness of the financial reporting process, internal control and risk management systems of the company, overseeing the audit process, and performing other duties and responsibilities as assigned by the Board.

The Audit and Compliance Committee consists of three members: Mr. WANG, Bin, Mr. Qiao, Kun, and Mr. YUE, Yun. The chairman of the Audit and Compliance Committee is Mr. WANG, who holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules.

Audit and Compliance Committee Terms of Reference

Remuneration and Nomination Committee

The company established a Remuneration and Nomination Committee on June 15, 2013, and had provided clear written terms of reference as required by Code Provisions in D.2. The Terms of Reference (as revised on March 15, 2023) are in compliance with Code Provisions in sections A.5 and B.1 of the Corporate Governance Code and Corporate Governance Report (the Hong Kong CG Code) contained in Appendix 14 of the Listing Rules.

The primary functions of the Remuneration and Nomination Committee include, without limitation:

I. Making recommendations to the Board on the company’s policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;

II. Determining the specific remuneration packages of all directors and senior management;

III. Reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time;

IV. Reviewing the structure, size, and composition of the Board of Directors;

V. Assessing the independence of independent non-executive directors; and

VI. Making recommendations to the Board on matters relating to the appointment of directors.

The Remuneration and Nomination Committee consists of three members: Mr. LIU, Jianjun, Mr. WANG, Bin and Ms. ZHANG, Wendong. The chairman of the Remuneration and Nomination Committee is Mr. LIU.

Remuneration and Nomination Committee Terms of Reference

Code of Conduct

Our honesty, integrity, and sound judgment are absolutely essential to Nexteer’s reputation and success. Therefore, Nexteer has established a Code of Conduct that sets forth standards that we must abide by as we conduct business. This Code is designed to deter wrongdoing and to promote:

Honest and ethical conduct in personal and business dealings;
Full, fair, accurate, timely and understandable disclosure in Nexteer’s public communications and filed documents;
Compliance with laws, rules and regulations;
Prompt reporting of any Code violations;
Accountability for adhering to the Code.

Nexteer is committed to compliance with all applicable laws and regulations wherever we do business. It is important to report potential violations of our standards so that we can investigate and, if necessary, take corrective measures. To aid in this effort, Nexteer implemented an Ethics Line as a resource to ask questions, seek guidance, or report suspected misconduct. Reports made to the Nexteer Ethics Line or the Nexteer Ethics Line Web Form are presented to the Audit and Compliance Committee of the Board of Directors