Corporate Governance

We are committed to maintaining a high standard of corporate governance practices, demonstrated through an experienced Board, sound risk management and internal controls, and transparency and accountability to all shareholders.

MMG maintains a high standard of corporate governance practices demonstrated through an experienced Board, sound risk management and internal controls, and transparency and accountability to all shareholders. We apply the principles of good corporate governance as set out in the Corporate Governance Code of the Hong Kong Listing Rules and those of the International Council on Mining and Metals (ICMM).

To further enhance its corporate governance practices, the Board approved a restructuring and re-constitution of its Board committees that came into effect on 4 December 2019. The restructure implemented two standing Board committees, namely the Audit and Risk Management Committee and the Governance, Remuneration, Nomination and Sustainability Committee.

Through our committees we ensure a high standard of business practice. Our Board level Audit and Risk Management Committee and the Governance, Remuneration, Nomination and Sustainability Committee operate under clear terms of reference.

We have several executive management committees that provide a forum for a more detailed analysis of key issues in managing the company. These include:

• Safety, Health, Environment and Community (SHEC) Committee.
• Disclosure Committee.
• Investment Review Committee.
• Mineral Resources and Ore Reserves Committee.
• Code of Conduct Committee.

Audit and Risk Management Committee

Chairman
Mr Chan Ka Keung, Peter

Members
Mr Zhang Shuqiang
Mr Cao Liang
Dr Peter Cassidy
Mr Leung Cheuk Yan
Ms Chen Ying

Governance, Remuneration, Nomination and Sustainability Committee

Chairman
Dr Peter Cassidy

Members
Mr Cao Liang
Mr Leung Cheuk Yan
Mr Chan Ka Keung, Peter
Ms Chen Ying
Mr Yue Wenjun

We have several executive management committees, including Safety, Health, Environment and Community (SHEC), Disclosure, Investment Review, Mineral Resources and Ore Reserves, and Code of Conduct.

Mineral Resources and Ore Reserves Committee

The Mineral Resources and Ore Reserves Committee is responsible for overseeing the Mineral Resources and Ore Reserves reporting process and ensuring its compliance with the Listing Rules and JORC Code.

The Mineral Resources and Ore Reserves Committee reports to the Governance, Remuneration, Nomination and Sustainability Committee.

Disclosure Committee

The Disclosure Committee is responsible for advising on MMG’s disclosure obligations. MMG adopted and implemented the Disclosure Framework to ensure its compliance with the disclosure obligations under the Listing Rules and the timely disclosure of inside information to the market.

The Disclosure Committee comprises the:

• Chief Executive Officer;
• Chief Financial Officer;
• Executive General Manager – Corporate Relations;
• General Counsel; and
• the Company Secretary.

The Disclosure Framework requires employees to refer all information that potentially requires disclosure to a member of the Disclosure Committee.

The Disclosure Committee reports to the Governance, Remuneration, Nomination and Sustainability Committee.

The Safety, Health, Environment and Community (SHEC) Committee

The Executive Committee reviews safety, health, environment and social performance to improve efficiency and effectiveness. Specific Safety, Health, Environment and Community (SHEC) matters to be discussed by the Board include identification, review and governance of SHEC-related material issues, significant incidents, remediation/mitigation strategies and any specific areas of focus as identified by the Board.

Shareholder Communication Policy

The Shareholder Communication Policy aims to ensure that effective communication between MMG Limited and its shareholders is maintained, and ready, equal and timely access to clear and balanced information about the Company (including its financial performance, strategic plans, material developments, governance and risk profile) is available to the shareholders to enable them to exercise their rights in an informed manner.

Procedures for Shareholders

The following document outlines procedures for Company’s shareholder(s) to convene general meetings and nominate a person for election as a director of MMG Limited.