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Corporate governance

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Esprit is committed to achieving high standards of corporate governance. The Esprit corporate governance code was adopted by the board of directors (the “board” or the “director(s)”) of the company, aiming at providing greater transparency, quality of disclosure as well as more effective risk management and internal control. The execution and enforcement of the company’s corporate governance system is monitored by the board with regular assessments. We believe our commitment to high standard practices will translate into long-term value and ultimately maximising returns to shareholders. Management pledge to building long-term interests for shareholders via, for example, conducting business in a socially responsible and professional manner.

Board independence and effectiveness

The majority of the Board consists of Independent Non-executive Directors with not more than one-third being executive Directors. In addition, all the Directors bring a wealth of experience and no controlling shareholder is present on the Board ensuring decisions are made fairly and without conflicts of interest.

Protecting shareholders’ value

The Board’s primary role is to protect and enhance long-term shareholders’ value. It focuses on the Group’s overall strategic policy, monitors performance and provides proper supervision to ensure proper business conduct and effective management of the highest quality. The Board views that the collective and individual responsibilities of the Directors to all shareholders for the manner in which the affairs of the Company are managed, controlled and operated are important.

Clear distinction between the responsibilities of the Board and Management

The Board oversees the overall management of the Group, including oversight of the Group’s operations, whilst allowing management substantial autonomy to run and develop the business.
Decisions reserved for the Board are mainly related to:

• The long-term objectives and strategy of the Group;
• Monitoring the performance of management;
• Ensuring that a framework of prudent and effective internal controls is in place to enable risks to be assessed and managed;
• Monitoring the quality and timeliness of external reporting;
• Monitoring the policies and practices on the compliance with applicable laws and regulations; and
• Approving the Company’s policies and practices on corporate governance.

During the financial year, the board reviewed and updated the Esprit corporate governance code and reviewed the effectiveness of the internal control system within the group and the company. They also reviewed the company’s compliance with the corporate governance code and the corporate governance report (the “code”) as set out in appendix 14 of the rules governing the listing of securities on the Stock Exchange of Hong Kong Limited (the “listing rules”) as well as the disclosure in the company’s corporate governance report.

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