Wanguo Gold Group is committed to maintaining high standards of corporate governance to protect shareholders' interests. The Company's corporate governance practices are based on the principles, code provisions, and recommended best practices set out in the Corporate Governance Code ("CG Code") in Appendix C1 to the Listing Rules.
As at 18 March 2026, the Board comprises the following members:
- Executive Directors:
5 members, including Mr. Gao Mingqing (Chairman and CEO) - Non-executive Director:
1 member - Independent Non-executive Directors:
3 members
The composition of the Board is well balanced with each Director possessing sound industry knowledge, extensive corporate and strategic planning experience, and/or expertise relevant to the Group's business.
The Board has established three committees with specific written terms of reference:
Comprises three Independent Non-executive Directors; chaired by Mr. Tsang Wai Hung.
Responsibilities:Provide independent review of financial reporting, risk management and internal control systems, and oversee the audit process.
Comprises two Independent Non-executive Directors and one Executive Director; chaired by Mr. Wong Chi Ming Ming.
Responsibilities:Develop remuneration policies for Directors, evaluate performance, and make recommendations on remuneration packages for Directors and senior management.
Comprises two Independent Non-executive Directors and one Executive Director; chaired by Mr. Tsang Wai Hung.
Responsibilities:Review the Board's structure, size, and composition; identify suitably qualified individuals for directorships; assess the independence of Independent Non-executive Directors; and make recommendations on appointments and succession planning.
Mr. Gao Mingqing serves as both the Chairman of the Board and the Chief Executive Officer of the Company. This constitutes a deviation from code provision C.2.1 of the CG Code. The Board considers that this structure will not impair the balance of power and authority between the Board and the management of the Group, given Mr. Gao's extensive experience as one of the founders.
The Nomination Committee has adopted a Board Diversity Policy, achieved through consideration of various factors including gender, age, cultural and educational background, and professional experience. With one female Director, the Board has currently achieved gender diversity.
The Board is responsible for maintaining and reviewing the effectiveness of the Group's risk management and internal control systems. The Group follows a systematic approach to risk identification, covering areas such as safety, asset protection, human resources, compliance, and financial reporting. An annual comprehensive risk review is performed by the senior management team. An independent consultant has been appointed to perform the internal audit function, and policies on insider information dissemination and whistleblowing have been adopted.