Vision and leadership

Corporate Governance Operation

◉ Board of Directors

The Board of Directors  is the company's highest decision-making body, responsible for overseeing the company's overall operational responsibilities and supervising the implementation of policies by the management team. The election of board members is in accordance with the provisions of the company's "Director Election Rules", and adopts a candidate nomination system to ensure the diversity and independence of board members. The company's board of directors has 11 directors, including 3 independent directors, all of whom are over 51 years old, including one female director. In 2024, the Board of Directors  held five meetings, with an average attendance rate of 100%. On April 28, 2021, the Board of Directors  of the company approved the establishment of a corporate governance director, who was appointed by Chief Executive Officer Li Xianzhong, and appointed corporate governance personnel to assist in corporate governance-related matters. The scope of authority includes: handling matters related to the meetings of the Board of Directors and shareholders, preparing minutes of the Board of Directors and shareholders, assisting directors in taking office and continuing education, providing directors with information required for business execution, and assisting directors in complying with laws and regulations to implement corporate governance.

◉ Governance Structure Chart

◉ 2024 Board of Directors Members and Positions

◉ Board Competence and Diversity

　　The company has established the "Corporate Governance Code". In Chapter 3 "Strengthening the Functions of the Board of Directors", it is stipulated that the composition of the company's board of directors should be diversified and generally have the knowledge, skills and qualities necessary to perform their duties. In order to achieve the ideal goal of corporate governance, the Board of Directors as a whole should have the abilities to make operational judgments, accounting and financial analysis, business management, crisis management, leadership decision-making, industry knowledge, and international market perspectives. 

ⓄDiversity policy and implementation of board membership 

　　The company's board of directors adopts a candidate nomination system, refers to the opinions of independent directors, selects directors in accordance with the "Director Election Rules" and "Corporate Governance Guidelines", evaluates their academic background, attaches importance to diversity and independence, and arranges exclusive training courses to enhance governance capabilities. Currently, there are 11 seats on the Board of Directors, including 3 independent directors (accounting for 27%) and 1 female director (accounting for 9%). Members have professional backgrounds in the textile industry, law, accounting, etc., all understand the company's business philosophy and industry trends, and possess rich experience in international political economy, legal compliance, and corporate management. 

　　All board members possess expertise in at least four professional areas, such as operational judgment, financial accounting, crisis management, and leadership decision-making. Independent directors may not serve more than three terms. Three independent directors will be elected in 2024, namely Zhuang Yingzhi (General Manager of Xinbao Fiber), Wu Ruyu, and Shi Yongfa (Independent Director of Yadong Securities). The company has established an audit committee since 2018 to strengthen its supervisory function and help improve operational efficiency and performance. In the future, the company will continue to promote a diversity policy with the goal of increasing the number of independent directors to one-third of the board seats and gradually increasing the proportion of female directors. 

ⓄBoard succession planning and management objectives 

　　The company's succession plan emphasizes that successors must have outstanding capabilities and agree with the concept of "winning by learning and winning by changing" to continuously promote transformation and upgrading. The Board of Directors' performance evaluation incorporates social indicators to strengthen integrity, ethics and sustainable responsibility awareness, such as promoting greenhouse gas disclosure, green production, and post-disaster community assistance. The 113th shareholders' meeting elected 8 directors and 3 independent directors with industry, international, legal compliance, and management experience, and planned exclusive courses to enhance governance capabilities.   

　　For the management level, the company has established a succession and training system, promoted the individual development plan (IDP), and has tailored the learning map and performance management mechanism with "innovation" as the core capability. Through supervisor training, experience inheritance and practical seminars, high-potential talents are cultivated, a succession team is built, and sustainable operations are ensured. The company also plans exclusive courses for directors to ensure that they have governance capabilities that keep pace with the times. GRI2-19, 2-20   

 ▌ Functional Committee 

　　Everest aims to improve the corporate governance structure to implement sustainable business operations. The company has set up functional committees under the Board of Directors , namely the Remuneration Committee and the Audit Committee. The directors appoint committee members (except for the members of the Audit Committee, all of whom are independent directors in accordance with the law) to assist the Board of Directors in fulfilling their supervisory responsibilities. Each committee appoints a convener to hold meetings regularly. The following is the communication situation in 2024:   

• The Audit Committee is composed of all independent directors and meets at least once a quarter to assist the Board of Directors  in supervising internal control systems and major financial and transaction matters, including internal control, related party transactions, securities issuance, appointment and removal of accountants and financial managers, and review of financial statements. 
• The Remuneration Committee is responsible for assisting the Board of Directors in formulating performance evaluation and remuneration policies for directors, supervisors and managers, regularly reviewing salary, bonuses, employee dividends and director and supervisor remuneration systems, and making recommendations based on operating performance for the Board of Directors  to decide. Remuneration is paid in accordance with the company's articles of association, board resolutions and committee recommendations, and is determined in accordance with industry standards. 

◉Third Member of the Audit Committee

【Continuing Education for Directors, Supervisors and Managers】 

Board members receive ongoing training on corporate governance, business operations, legal responsibilities, etc. In 2024, 11 directors of the company participated, with a total of 84 hours of training. Two managers participated in a total of 24 hours of training focused on internal auditing and financial accounting.

▌Shareholder Equity 

【Shareholder voting rights and protection mechanisms】

 Everest values the rights of every shareholder and treats all shareholders equally. In order to increase the willingness of shareholders to participate, the shareholders' meeting adopts an electronic voting system, and shareholders can participate in the company's decision-making through voting at the shareholders' meeting. The shareholders' meeting adopts a case-by-case voting method for various confirmation proposals, discussion proposals and election matters. The voting results are disclosed immediately at the shareholders' meeting, and shareholders are provided with a variety of voluntary voting channels to fully protect the rights of shareholders and actually improve the effectiveness of corporate governance. The electronic voting rate in 2024 was 3.65%.