Governance Team
The Board has established five committees, namely, the Audit Committee, the Remuneration Committee, the Nomination Committee, the Connected Transactions Control Committee and the Strategic Development Committee for overseeing particular aspects of the Company’s affairs. All Board committees of the Company are established with defined written terms of reference.
The majority of the members of each of the Audit Committee, the Remuneration Committee, the Nomination Committee and the Connected Transactions Control Committee are independent non-executive Directors.
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Audit Committee
The Audit Committee consists of three members, namely Mr. CHOW Siu Lui, Mr. WANG Xinhua and Ms. HE Junhua, all of whom are independent non-executive Directors, with Mr. CHOW Siu Lui being the chairman of the committee possessing the appropriate accounting or related financial management expertise.
The primary duties of the Audit Committee include:
- making recommendations to the Board on the appointment, reappointment and removal of external auditors, approving the remuneration and terms of engagement of external auditors, and dealing with any issues in relation to resignation or dismissal of external auditors;
- reviewing and monitoring external auditors’ independence and objectivity and the effectiveness of the audit process in accordance with applicable standards, discussing with auditors on the nature and scope of the audit work and reporting obligations before the audit commences, and ensuring coordination between auditing firms, if more than one auditing firm is involved;
- developing and implementing policies with respect to the non-audit work provided by external auditors;
- examining the completeness of our consolidated financial statements and our interim and annual reports, and reviewing critical financial reporting judgments contained therein;
- overseeing our financial reporting, risk management and internal control systems; and
- other matters required by laws, administrative regulations, and departmental rules and authorized by the Board.
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Remuneration Committee
The Remuneration Committee consists of three members, namely Mr. CHOW Siu Lui, Mr. SHAO Yan and Mr. WANG Xinhua, with Mr. CHOW Siu Lui being the chairman of the committee.
The primary duties of the Remuneration Committee include:
- making recommendations to the Board on the compensation remuneration packages of individual executive Directors and senior management and on the compensation of non-executive Director;
- making recommendations to the Board on the management’s remuneration proposals;
- ensuring that no Director or any of his/her associates is involved in deciding his/her own remuneration;
- developing policies and structure for remuneration of all Directors, senior management and employees including salaries, incentive schemes and other share option schemes, and making recommendations to the Board;
- making recommendations to the Board on disclosure with respect to Directors’ remuneration included in the annual report;
- making recommendations to the Board on whether the Shareholders shall be requested to approve the report on Directors’ remuneration at the AGM;
- reporting to the Board on its decisions or recommendations, unless there are legal or regulatory restrictions; and
- other matters required by laws, administrative regulations, and departmental rules and authorized by the Board.
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Nomination Committee
The Nomination Committee consists of three members, namely Mr. SHAO Yan, Mr. CHOW Siu Lui and Mr. WANG Xinhua, with Mr. SHAO Yan being the chairman of the committee.
The primary functions of the Nomination Committee include:
- reviewing the structure, size and composition of the Board at least annually and making recommendations on any proposed changes to the Board of Directors to complement the Group’s corporate strategy;
- identifying individuals suitably qualified to become Board members and making recommendations to the Board;
- assessing the independence of independent non-executive Directors;
- making recommendations to the Board on the appointment and succession planning of Directors;
- reporting to the Board on its decisions or recommendations, unless there are legal or regulatory restrictions; and
- other matters required by laws, administrative regulations, and departmental rules and authorized by the Board.
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Connected Transactions Control Committee
The Connected Transactions Control Committee consists of four members, namely Mr. WANG Xinhua, Mr. QIAN Yi, Ms. HE Junhua, and Mr. DAI Jiahui, with Mr. WANG Xinhua being the chairman of the committee.
The primary functions of the Connected Transactions Control Committee include:
- managing matters related to connected transactions, reviewing the management system for connected transactions, conducting duties as required by the Administrative Measures for Connected Transactions, supervising its implementation and making recommendations to the Board;
- reviewing material connected transactions required to be approved by the Board or Shareholders and submitting recommendations to the Board;
- reviewing and approving our connected transactions and other related matters to the extent authorized by the Board;
- providing information for the independent non-executive Directors and auditors to perform their periodical review of the connected transactions;
- reviewing those factors considered for determining the prices in the non-exempt continuing connected transactions not governed by any pricing policy prescribed by the STMA or the CNTC/the Non-STMA Pricing Transactions and ensuring that such transactions are conducted on normal commercial terms; and
- other matters required by laws, administrative regulations, and departmental rules and authorized by the Board.
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Strategic Development Committee
The Strategic Development Committee consists of four members, namely Mr. SHAO Yan, Mr. DAI Jiahui, Mr. Xu Zengyun and Mr. CHOW Siu Lui, with Mr. SHAO Yan being the chairman of the committee.
The primary functions of the Strategic Development Committee include:
- reviewing and making recommendations to the Board on, our general strategic development plan and specific strategic development plans of the Group;
- evaluating factors which may affect our strategic development plans and their implementation, in light of domestic and foreign economic and financial conditions and market development trends, and making recommendations to the Board on adjustment to our strategic development plans in a timely manner;
- evaluating the general development conditions relating to each of our businesses segment, and making recommendations to the Board on adjustment to our strategic development plans in a timely manner;
- reviewing our major investment and financing proposals, and making recommendations to the Board;
- supervising and inspecting the implementation of our business plans and investment plans of the Group;
- reviewing our plans for establishment of a legal entity or merger and acquisition proposals, and making recommendations to the Board;
- reviewing our matters on acquisition of assets, disposal of assets and provision of guarantees, and making recommendations to the Board; and
- other matters required by laws, administrative regulations, and departmental rules and authorized by the Board.
Board of Directors Organizational Structure
Directors | Audit Committee | Remuneration Committee | Nomination Committee | Connected Transactions Control Committee | Strategic Development Committee |
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Mr. SHAO Yan | M | C | C | ||
Mr. DAI Jiahui | M | M | |||
Mr. WANG Chengrui | |||||
Mr. XU Zengyun | M | ||||
Ms. MAO Zilu | |||||
Mr. CHOW Siu Lui | C | C | M | M | |
Mr. WANG Xinhua | M | M | M | C | |
Mr. QIAN Yi | M | ||||
Ms. HE Junhua | M | M |
C:Chairman M:Member
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Directors Election Procedures
- Procedures for Shareholders to Propose a Person for Election as a Director of the Company