M&L Holdings Publishes Updated Terms of Reference for Corporate Governance Committee

Bulletin Express
Apr 13

M&L Holdings Group Limited has released an updated version of the terms of reference for its Board-level Corporate Governance Committee, last revised on 26 March 2026.

The Committee, first established by a Board resolution on 19 June 2017, must comprise at least three Directors with a majority being independent non-executive Directors. The Board appoints the Committee chairman, while the company secretary serves as committee secretary. Meetings require a minimum notice period of seven days and a quorum of two members, with at least one meeting to be held annually.

Key responsibilities include: • Formulating and reviewing the Group’s corporate governance policies and practices, then making recommendations to the Board. • Overseeing training and continuous professional development for Directors and senior management. • Monitoring compliance with legal and regulatory requirements, as well as the effectiveness of internal control and risk-management systems. • Developing, reviewing and overseeing codes of conduct and any compliance manuals for employees and Directors. • Reviewing adherence to the Hong Kong Stock Exchange’s Corporate Governance Code and related disclosures in the company’s governance report. • Reporting to the Board after each meeting and ensuring adequate resources— including external professional advice at the company’s expense—are available for fulfilling its mandate.

The Committee is empowered to obtain information from any Group employee or adviser, commission external reports, and delegate authority to subcommittees when warranted. Any changes to the Committee’s composition or its terms of reference require Board approval and are immediately effective, though prior actions remain valid.

The updated document will be available on both the company’s website and the Hong Kong Stock Exchange website, providing stakeholders with transparency on the Committee’s role and delegated authority.

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