Nexteer Automotive is committed to being a corporate citizen of the highest standards and promises that all its operations will comply with all applicable laws and regulations.
Organizational bylaws and bylaws
Shareholder Communication Policy
Nexteer’s Board of Directors is responsible for and has general authority over the company’s day-to-day management and operations. The Board consists of eight members, including six non-executive directors, the majority of whom are independent non-executive directors.
The Company has established an Audit and Compliance Committee and a Remuneration and Nomination Committee on its Board of Directors. These committees operate within the framework of their respective mandates established by the Group’s Board of Directors.
Nexteer operates in compliance with all applicable laws and regulations and manages its business with the highest ethical standards. We believe that the actions of every employee reflect Nexteer and its culture. Every employee has a responsibility to adhere to Nexteer’s established standards, including reporting any violations that contradict applicable laws. Our global compliance standards, including our Code of Conduct, help us fulfill our responsibilities and obligations to shareholders and stakeholders and continuously improve our sustainability reporting.
Board members
Visit Nexteer’s board of directors page.
Procedures for Shareholders to Nominate Candidates for Directors of the Company
Audit and Compliance Committee
The Company established an Audit and Compliance Committee on June 15, 2013, and clearly defined its written terms of reference in accordance with paragraph D.2 of the Code. The terms of reference (as amended on March 15, 2023) comply with Rule 3.21 of the Listing Rules and Chapters C.3 and D.3 of Appendix 14 of the Listing Rules, the Corporate Governance Code and Corporate Governance Reporting (Hong Kong Corporate Governance Code).
The main responsibilities of the Audit and Compliance Committee (including, but not limited to) are to assist the Group’s Board of Directors in providing independent opinions on the effectiveness of the Group’s financial reporting procedures, internal control and risk management systems, to monitor the audit process and to perform other duties and responsibilities assigned by the Group’s Board of Directors.
The Audit and Compliance Committee consists of three members: Wang Bin, Qiao Kun, and Yue Yun. The Chairman of the Audit and Compliance Committee is Mr. Wang, who possesses the appropriate professional qualifications required under Rules 3.10(2) and 3.21 of the Listing Rules.
Scope of authority of the Audit and Compliance Committee
Remuneration and Nomination Committee
The Company established a Remuneration and Nomination Committee on June 15, 2013, and clearly defined its written terms of reference in accordance with paragraph D.2 of the Code. The terms of reference (as amended on March 15, 2023) comply with the Code provisions of Chapters A.5 and B.1 of Appendix 14 of the Listing Rules, the Corporate Governance Code and Corporate Governance Reporting (Hong Kong Corporate Governance Code).
The main responsibilities of the Remuneration and Nomination Committee include, but are not limited to, the following:
I. To advise the Board on the policy and structure of remuneration for all directors and senior management of the Group, and on the formal and transparent procedures for developing such remuneration policies;
II. Determine the designated remuneration scheme for all directors and senior management;
III. To review and approve performance-based remuneration in accordance with the Company’s objectives and purposes as determined by the Board from time to time;
IV. Review the board structure, size, and organization;
V. Assess the independence of independent non-executive directors;
VI. To advise the Board of Directors on matters relating to the appointment of directors.
The Remuneration and Nomination Committee consists of three members: Liu Jianjun, Wang Bin, and Zhang Wendong. Mr. Liu is the Chairman of the Remuneration and Nomination Committee.
Terms of Reference of the Remuneration and Nomination Committee
Code of Conduct
Our integrity, honesty, and judgment are the cornerstones of Nexteer’s reputation and success. Therefore, Nexteer has established a set of Code of Conduct that we must adhere to in conducting business . These guidelines aim not only to prevent unethical behavior but also to promote the following:
- Honest and ethical conduct in personal and business dealings;
- Nexteer’s public communications and archives ensure that information is complete, impartial, accurate, timely, and easily understood;
- Comply with laws and regulations;
- Report any violations of the guidelines promptly ;
- Be responsible for actions that comply with the guidelines.
Wherever we operate, Nexteer is committed to complying with all applicable laws and regulations. Reporting potential violations is essential so we can conduct investigations and take corrective action if necessary. To ensure this is done effectively, Nexteer has established an ethics hotline for people to ask questions, seek guidance, or report suspected misconduct.
