Corporate Governance


The Group upholds a zero-tolerance approach towards corruption, bribery, extortion, fraud and money laundering. An anti-fraud Management system has been established to identify, report, investigate and address fraud risks across operations. Informed by national policies on internal controls, such as the “Basic Norms for Internal Control” and “Guidelines for Application of Enterprise Internal Controls”, we established our “Anti-Corruption Policy”, “Anti-fraud Management System”, and “Code of Integrity”, which set clear expectations for all employees. Risk assessments are conducted to diagnose any vulnerabilities within the critical business operations. For details, please refer to our Anti-fraud Management System.

Anti-fraud Management System

Our Sustainability Governance Structure

At Xtep, we believe that a robust governance framework is the cornerstone of sustainable development and value creation. Our sustainability governance structure establishes a solid foundation for integrating sustainability at every level of the Group, advancing our sustainability priorities company-wide.

The Board retains the ultimate responsibility for the oversight of sustainability issues, and it is supported by the Sustainability Committee (“the Committee”) and the Sustainability Working Group. The Committee is chaired by our non executive director (“NED”) Mr. Tan Wee Seng, and with executive directors Mr. Ding Shui Po and Ms. Ding Mei Qing, as well as independent non-executive director Ms. Chan Yee Wah, as members. The key responsibilities of the Sustainability Committee include:

  • Proposing and recommending to the Board on the Company’s sustainability objectives, strategies, priorities, and goals;
  • Overseeing, reviewing and evaluating actions taken by the Company in furtherance of the sustainability priorities and goals;
  • Reviewing and reporting to the Board on sustainability risks and opportunities;
  • Identifying, monitoring and reviewing material sustainability issues that could impact the business operations and performance of the Company;
  • Overseeing and reviewing the Company’s sustainability policies, practices, frameworks and management approach, and recommending improvements;
  • Reviewing and advising the Board on the Company’s annual ESG Report and any relevant public disclosures as regards to its sustainability performance;
  • Performing such further functions related or incidental to the foregoing which the Committee deems appropriate.

For details, please refer to the Terms of Reference of the Sustainability Committee.


Key ESG Governance Activities in the year

Between 1 January 2023 and the date of this Report, the Sustainability Committee has conducted two meetings to discuss and review the implementation of the Group’s sustainability-related matters, such as identifying operational specific sustainability-related risks and opportunities and monitoring the progress of our “10-Year Sustainability Plan”. For more information, please refer to section — Our Sustainability Framework and Initiatives.

Risk Management and Internal Control

Risk management is an integral part of how we operate and make decisions. The Board is ultimately responsible for overseeing the Group’s risk management approach and evaluating its effectiveness on a regular basis.

We have established a risk management framework with defined roles and responsibilities for each party. Policies and processes are in place to facilitate smooth and effective operations, ensure reliable financial reporting, comply with applicable legal and regulatory requirements, identify and manage potential risks and safeguard the Group’s assets. Moreover, the Group regularly review the risk management system to ensure its ability to respond to a dynamic business landscape.

Xtep Risk Governance Organisation Structure

The primary responsibilities of each party in the Group’s risk governance structure are as follows:

Risk Identification and Management

We have implemented a risk governance organisation structure with defined roles and responsibilities to address and manage risks effectively. Our processes for identifying, assessing and managing material risks are summarised as follows:

Business Ethics

Maintaining the highest levels of integrity and transparency is crucial for building trust with our stakeholders and upholding our reputation. We have implemented policies and measures and strive to conduct business with the highest ethical standards.

We have established a “Management Compliance Investigation and Accountability System” to standardise the handling mechanism for addressing significant issues or irregularities that may arise within our management functions and operations relating to compliance with our code of conduct. During the year, the Group has also provided training on business ethics for all employees to strengthen anti-fraud concepts and promote a culture of integrity. Real-life cases from within the Group in recent years were presented to demonstrate how ethical dilemmas can arise and how they were appropriately addressed, contextualising the topics which may arise in their day-to-day operations.

Internal Audit

The Group’s risk management and internal audit departments is responsible for performing the internal audit function, including evaluating the effectiveness of our enterprise-wide risk management and internal control systems. Regular progress updates are provided to the Audit Committee. The Board and the Audit Committee oversee resourcing to ensure the risk management and internal audit departments have adequate budgets and staffing to perform their internal audit functions. Relevant training is provided to experienced and qualified staff to develop the skills and capabilities needed to maintain internal audit quality.

Compliance Management

The Group has implemented preventive, monitoring and controlling measures to ensure compliance with relevant business operation laws and regulations. During the reporting period, the Group complied with all code provisions and, where appropriate, adopted the best-recommended practices as set out in the Corporate Governance Code, except code provision A.2.1 (chairman and chief executive officer).

Under code provision A.2.1 of the Corporate Governance Code, the roles of chairman and chief executive officer should be separate and should not be performed by the same individual. The Group does not separate the roles of the chairman and the chief executive officer at present. Mr. Ding Shui Po is the chairman and chief executive officer of the Group. He has extensive experience in the sportswear industry and is responsible for the Group’s overall corporate strategies, planning and business management. The Board believes that vesting the roles of chairman and chief executive officer in the same individual is beneficial to the business prospects and management of the Group. The balance of power and authority is ensured by the operation of the Board and senior management, which is comprised of experienced and high-calibre individuals. The Board currently consists of three executive directors and three independent non-executive directors and has a vital independence element in its composition.


As we rely on our employees to promote and safeguard our values, we provide anti-corruption training for employees to ensure they fully understand our expectations and principles as defined in our policies. The training is conducted regularly and shared with employees online for convenience.

We recognise the importance of instilling these values throughout our supply chain as well. All suppliers are required to sign the “Incorruptible Cooperation Agreement”, agreeing to abide by our standards regarding issues like bribery and fraud. For more details, please refer to our approach in supply chain management in the “Supplier Assessment and Management”.

In 2023, we were not aware of any non-compliance on corruption, bribery, extortion, fraud and money laundering.

Conflict of Interest

Transparent communication of expectations, along with robust policies, enables us to prevent, identify and effectively mitigate any potential, perceived or real conflicts of interest in our operations and across our value chain.

Our “Anti-corruption Policy” outlined the professional and ethical standards our employees must abide by in all business dealings. All staff members are required to regularly report any potential conflicts of interest. In addition, our “Supplier Code of Conduct” outlines our expectations and requirements of all suppliers, ensuring their operations align with our ethical standards.

Whistleblowing Policy

To avoid the potential occurrence of misconduct within the Group and our supply chain and ensure that we operate in accordance with the highest ethical standards, we have developed a whistleblowing system which enables employees, suppliers (including their employees), and other relevant external stakeholders to anonymously report any actual or suspected inappropriate actions, fraudulent behaviour or policy violations through confidential channels, including a dedicated email and WeChat account, and the monitoring department, for investigations. The identity of the whistle blowers and related records are kept strictly confidential by the risk management and internal audit department, and the Audit Committee. Whistle blowers are safeguarded from any form of retaliation, such as undue dismissal or disciplinary action without reasonable cause. All reports are thoroughly reviewed and investigated as appropriate.

In 2023, no whistleblowing report was received from the whistleblowing channels.

Responsible Marketing

We strive to build meaningful connections with customers through transparent and ethical promotions. From product advertisement to community initiatives, our campaigns are guided by a commitment to accurate portrayals, sustainability considerations and stakeholder trust.

We adhere strictly to relevant advertising regulations, such as the “Advertising Law of the People’s Republic of China”, the “Anti-Unfair Competition Law of the People’s Republic of China”, the “E-commerce Law of the People’s Republic of China”, which protect the rights and interests of consumers and promote the sound development of advertising. We ensure all promotional activities and representations across all channels are balanced and accurate without overstatement of their functionality and ESG attributes.

In 2023, we were not aware of any non-compliance on advertising and labelling relating to products and services provided.

Data Security and Customer Privacy Protection

As a company handling significant volumes of customer information, we recognise our responsibilities in safeguarding customers’ data and information. In accordance with relevant laws and regulations, including the “Cyber Security Law of the People’s Republic of China” and the “Personal Data (Privacy) Ordinance of Hong Kong”, we have established policies such as the “Information Security Confidentiality System,” “Information Security Training Management Standard”, “Group Information Security Management Policy” and “Anti-Virus Management Standard” to ethically collecting, storing, using and protecting our customers’ data.

Our “Policy on Data Governance” lays the ground rules for managing customer data and protecting their privacy with the following fundamental principles:

Continuous awareness training is one of our approaches to protecting our customer privacy. We regularly broadcast information security awareness communications in common areas to reinforce the importance of cybersecurity across our organisation. In addition, training sessions are arranged every six months to ensure our employees have a thorough understanding of the importance of information and network security.

To prevent IT system interruptions and network attacks, our 24/7 network and information security monitoring system with automated and manual alert systems allow prompt response to any security issues. Meanwhile, we have regular backups of all business data to prevent data loss and conduct data recovery tests twice a year to evaluate our restoration procedures. Annual risk assessments, including penetration tests and phishing simulations, allow proactive identification of vulnerabilities, enhancing our security and incident response capabilities in today’s evolving threat landscape.

We will continue to enhance our data security measures to ensure compliance with the latest regulatory requirements and address the expectations of our stakeholders.

Intellectual Property Protection

We are committed to respecting all intellectual property rights and strictly enforcing compliance with laws, including the “Patent Law of the People’s Republic of China” and the “Trademark Law of the People’s Republic of China”. Our dedicated team closely monitors any potential infringements and implements preventative measures. We also have high expectations of our suppliers and have included confidentiality clauses and other specifications in supplier contracts to protect the Group’s intellectual property and patents.

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