INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES Clause Samples
The "Internal Control Procedures and Corporate Governance Measures" clause establishes the requirements for a company to implement systems and policies that ensure effective oversight, risk management, and compliance with legal and ethical standards. Typically, this clause mandates the adoption of internal checks, regular audits, and transparent reporting structures, as well as the formation of governance bodies such as audit committees or boards. Its core practical function is to promote accountability and integrity within the organization, thereby reducing the risk of fraud, mismanagement, or regulatory violations.
INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. The Company would strive to exercise adequate monitoring over the transaction amounts and respective annual caps of (1) the IB Services Framework Agreement with Zhongtai Securities, and (2) the Financial Products Services Framework Agreement with Zhongtai Securities to ensure that necessary measures and appropriate actions can be timely taken in order to comply with the requirements of the Listing Rules. The Company has adopted the following internal management procedures to ensure that the continuing connected transactions under the Framework Agreements are fair and reasonable and on normal commercial terms: • The Group has formulated a series of measures and policies on, among others, contract policies, project management policies and Administration Rules of Connected Transactions in order to ensure that the continuing connected transactions of the Company/the Group are conducted under such Framework Agreements and the respective pricing policies. The terms of the transactions under the agreements of continuing connected transactions, in particular the fairness and reasonableness of the pricing terms thereof, would be examined and approved by the audit committee of the Board, the office of the Board and various internal departments of the Company (including but not limited to the finance department and audit department of the Company) to ensure that the terms of Framework Agreements are in compliance with relevant regulations and guidelines (if applicable) and market practices and would not deviate from the terms of the Framework Agreements disclosed in this announcement; • When determining the actual prices of services provided to the Group by Zhongtai Securities and/or its associates, the counterparties mentioned above will provide the Company with a proposed price for consideration first. As mentioned above, in order to ensure that the pricing terms under the agreements of continuing connected transactions are fair and reasonable, the proposed price will be evaluated and approved by the finance department, audit department and other relevant business departments of the Company. In addition, the transactions under the Framework Agreements shall be conducted on a non-exclusive basis. Payments shall be calculated on the basis of the aforementioned pricing policies. Nevertheless, the Group usually seeks quotations or makes enquiries on relevant prices from not less than two other independent third party suppliers providing similar products or services, an...
INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. To regulate the performance of connected transactions of the Company, the Company has formulated the Rules for Connected Transactions of China Railway Signal & Communication Corporation Limited* 《( 中國鐵路通信信號股份有限公司關聯交易管理制度》), and adopted a series of internal control and corporate governance measures in its daily operation. Such measures in relation to the Financial Services Framework Agreement mainly include the following:
1. The financial Services Framework Agreement will be conducted on a non-exclusive basis;
2. The Company’s finance department is responsible for providing statistical reports on continuing connected transactions under the Financial Services Framework Agreement to the finance departments of its subsidiaries, explaining the applicable scope of various continuing connected transactions, proposing reporting requirements, as well as coordinating and monitoring the compliance with the annual caps by its subsidiaries;
3. The Company’s finance department and its subsidiaries’ finance departments are responsible for summarizing the actual amounts of continuing connected transactions incurred by the Company and its subsidiaries under the Financial Services Framework Agreement, respectively, while the subsidiaries’ finance departments shall submit reports on continuing connected transactions under the Financial Services Framework Agreement to the Company’s finance department on a monthly basis, and the Company’s finance department is responsible for verifying, summarizing, analyzing and forecasting such monthly amounts of the continuing connected transactions of the Company and its subsidiaries under the Financial Services Framework Agreement;
4. The finance department of the Company will strictly control the balance of the annual caps and ensure that the continuing connected transactions under the Financial Services Framework Agreement will not exceed the relevant annual caps. When the statistical data indicates that those actual amounts incurred may exceed the annual caps, the Company’s Board office will organize relevant departments to propose a handling plan as soon as possible and forecast new annual cap amounts, make an application to revise the annual caps pursuant to the relevant procedures, strictly fulfill the disclosure obligations under the Listing Rules, and ensure the actual amounts of continuing connected transactions incurred under the Financial Services Framework Agreement will not exceed the approved and/or disclosed annual caps bef...
INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. The Company has adopted the following internal control measures to supervise the continuing connected transactions of the Company as contemplated under the Strategic Cooperation Framework Agreement. Prior to entering into individual factoring agreements with the relevant COFCO Group Companies or their creditors/suppliers, the Company will review and assess the specific terms and conditions of the individual agreements to ensure their consistency with the Strategic Cooperation Framework Agreement. The relevant authorized departments of the Company will trace, monitor and check the progress of the daily balance outstanding on a continuous basis, to ensure that the actual transaction amount does not exceed the Annual Cap at any time. In addition, the Audit Committee of the Company will strictly review the Company’s continuing connected transactions on a regular basis to ensure the integrity and effectiveness of the internal control measures regarding the continuing connected transactions. The Audit Committee will also review the annual report and financial report which consist of the implementation of and opinions on the continuing connected transactions during the relevant period in respect of the fairness of the continuing connected transactions and whether the actual transaction amounts incurred are within the annual caps. The Board considers that the above internal control procedures and corporate governance measures adopted by the Company concerning the continuing connected transactions are appropriate.
INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. The referral arrangement is also available to Independent Third Parties (including employees of the Group), subject to definitive agreements to be entered with each individual with similar terms and conditions. As such, the Group has the flexibility to enter into arrangement with the Independent Third Parties. Whether the referral transactions are contemplated with Independent Third Parties or with connected persons under the MRA, the Group will follow a series of procedures in relation to the determination of the Referral Fees. Each transaction shall be conducted on a non-exclusive basis. The Directors will (i) review the relevant definitive agreements and the terms and conditions therein before execution; and (ii) review the list of eligible merchandises, monitor the sales amounts, products and rates of Referral Fees to be offered to the counter-parties periodically. To ensure the fairness of the relevant transactions with connected persons under the MRA, the Directors will regularly compare the rates of Referral Fees offered to connected persons to make sure that they will not be more favourable than those offered to Independent Third Parties. Referral Fees will be paid upon obtaining of approval from the senior management regardless of Independent Third Parties or Associate Group Members. With the above control procedures, the Directors consider that the transactions in relation to the MRA are conducted on normal commercial terms and in the interests of the Company and the Shareholders as a whole. Further to the above, to ensure compliance with the terms and conditions of the MRA and adherence to the Listing Rules, the Company has implemented a comprehensive review process, including (i) the management of the Group will assess each of specific agreements with the aforementioned procedures; (ii) the finance department of the Group will record the transaction amounts to ensure that the transaction amounts under the MRA will not exceed the Annual Caps;
INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. To ensure the Company’s conformity with the above pricing policies in relation to the continuing connected transactions contemplated under the Renewed Ship Charter Framework Agreement and the Property Leasing Framework Agreement from time to time, the Company has adopted and would continue to strengthen a series of internal control policies for its daily operation. In respect of such continuing connected transactions, the internal control policies are conducted and supervised by the financial department of the Company, who are responsible for (i) collecting detailed information (including but not limited to the pricing terms, payment arrangements and actual transaction amount under each of the individual contracts/agreements) of the continuing connected transactions on a regular basis; (ii) monitoring whether the transaction terms and pricing and other terms under each of the individual contracts/agreements are consistent with the principles established under the framework agreements in respect of the continuing connected transactions;
INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. In order to protect the interests of the Shareholders, the Group has adopted the following internal control procedures and corporate governance measures in relation to its utilisation of Sinochem Finance’s services:
INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. Deposit Services
INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. Loan services
INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. In order to ensure that the Company strictly abides by the above pricing policy, the Company will adopt various internal control measures in the daily procurement business. These measures were carried out and monitored by the Company’s functional departments (mainly the internal audit department, supported by the finance department and the legal affairs department):