Fei Luo
Executive Director, Chairman of the Board
Corporate Governance
CORPORATE GOVERNANCE
Our commitment to good governance shapes every aspect of the way we conduct business.
At H&H Group, we act with strong principles, ethical standards, and integrity. Our governance includes codes, policies, processes, and review systems that form the foundation of our work toward a sustainable future. We monitor and mitigate risks while transparently sharing information about company performance and operations.
We ensure our business operates on clear and high ethical, legal, and moral standards that safeguard shareholder interests and enhance our corporate values and accountability. These governance practices apply both internally and externally when managing relationships with suppliers, partners, and customers.
Ultimately, our strategy is based on long-term profitable growth that benefits our stakeholders, society, and the planet.
Governance structure
Yidong Wang
Executive Director
Wenhui Zhang
Non-executive Director
Yun Luo
Non-executive Director
Laetitia Albertini
Non-executive Director
Mingshu Zhao Wiggins
Non-executive Director
Wee Seng Tan
Independent Non-executive Director
Yin Ching Lok Lau
Independent Non-executive Director
Yuan Ding
Independent Non-executive Director
The Board is responsible for leadership and control of the Company and oversees the Group’s businesses, strategic decisions and performance and is collectively responsible for promoting the success of the Company by directing and supervising its affairs.
The Board has established four committees:
the Audit Committee, the Nomination Committee, the Remuneration Committee and the ESG Committee.
These committees have been delegated various responsibilities as set out in their respective terms of reference.
Leadership structure
The Chairman provides leadership and is responsible for the effective functioning and leadership of the Board.
The position of Chairman is held by Mr. Luo Fei.
The Board has established a permanent governance body, the CEO Office, comprising: — a Rotating CEO, which will be sequentially taken by regional CEO of North America, Middle East & India, regional CEO of Asia, Australia and New Zealand, and regional CEO of China, who will act as the CEO of the Group by rotation (in the abovementioned order) for a term of 9 months each commencing on 1 December 2023; and — as standing members, the Group’s Chief Financial and Operations Officer, the Group’s Chief People Officer and the Chairman of the Board. The CEO Office focuses on the day-to-day administration and operation of the Company. The Rotating CEO reports to the Chairman.
Our innovative governance structure enables a holistic and integrated approach to sustainability, driving our sustainable growth and addressing both global and regional challenges effectively.
Internal Audit and Risk Management (IARM)
The Group’s Internal Audit and Risk Management (IARM) function acts as the independent Third Line, within the Group’s Three Lines of Defence Model
This team directly reports to the Board’s Audit Committee and the Group’s Executive team.
We advocate ethics, integrity and trust at the workplace and in our business relationships and firmly combat fraud or corruption, for such actions would greatly corrode the Group interests, our healthy relations with team members and business partners, and ultimately the sustainable development of the Group. To promote these values, we maintain a robust and comprehensive framework consisting of policies, internal auditing, awareness-raising initiatives and effective oversight of the Group’s governance bodies for ethical standards.
The IARM team coordinates and conducts regular and risk-based audits focused on ethical standards and effectiveness of related controls. It performs quarterly audits covering all our regions of operation. These risk-based sample tests cover a variety of expense reimbursements, ethics and corruption issues, employees’ claims of conflicts of interest, contracting processes and other fraud risk-related areas. The remit of the IARM team also encompasses special audit projects (on finance, sales, supply chain, etc.) which include the examination of ethical standards within the scope of each audit.
The IARM team holds semi-annual meetings with the Audit Committee and H&H senior executive team on the Group’s risk management, internal audit results, performance in ethical standards.
The Group seeks external audits of financial information via Ernst & Young. These external auditors share their results to the Board and its Audit Committee semi-annually. The Independent Auditor’s Report is made public each year in our H&H Group Annual Results reports.
Beyond audits, we place strong emphasis on compliance training. Our Group Compliance Training is mandatory for all new employees as part of onboarding, and must be refreshed by all team members across every region every two years.
H&H Speak Up
To help make H&H Group a fair, safe and honest place to work, we have established a whistleblowing system named “HH Speak Up", to offer multiple ways for all team members to speak up on unethical behaviours or misconduct.
H&H Group has no tolerance for any misconduct of any team members, service providers or business partners. Our whistleblowing system is managed by an external provider to guarantee the confidentiality of anonymous reports. The platform is available to all team members, suppliers, and retailers across regions on a 24/7 basis, through multiple reporting channels, including an official website, telephone and email contacts. Upon receipt of a report, the report is put on file and investigations begin immediately.
