HKBN has released the official Terms of Reference for its Environmental, Social and Governance (ESG) Committee, outlining the committee’s composition, authority and key responsibilities.

Established on 1 September 2022 by a Board resolution dated 22 July 2022, the ESG Committee must comprise at least three directors, with a minimum quorum of two—one of whom must be an independent non-executive director (INED). The Board also requires the committee chair to be an INED.

Meetings are to be held no fewer than once per year and may be conducted in person, by telephone or via video conference. Agendas and supporting materials must reach committee members at least three days before each meeting.

Key authorities granted include: • Unrestricted access to company information and employees for ESG-related matters. • The ability to obtain external professional advice at the company’s expense. • Power to delegate specific tasks to working groups when necessary.

Core duties focus on: • Reviewing and monitoring ESG strategies, policies and practices—particularly climate-related issues—to ensure alignment with legal and regulatory requirements. • Overseeing ESG risk management and internal controls to verify adequacy and effectiveness. • Managing stakeholder communication policies to safeguard corporate reputation. • Tracking major ESG trends, risks and opportunities, and updating corporate policies accordingly. • Vetting the company’s ESG report prior to Board approval to confirm compliance with Hong Kong Listing Rules’ ESG Reporting Code. • Supervising the internal ESG working group and benchmarking performance against established targets.

Reporting protocols stipulate that detailed minutes be kept and circulated promptly, with the committee required to keep the Board fully informed of decisions and recommendations. An annual self-evaluation of performance, membership and these Terms must also be conducted.

The Terms of Reference are available on both the company’s and the Stock Exchange’s websites, reinforcing transparency in HKBN’s governance framework.