Corporate Governance

Corporate Governance

Board Committees

Audit Committee

The audit committee of the Group comprises three independent non-executive directors, namely Ms Hui Wai Man Shirley (Chairman), Ms Gao Min and Mr Tang Yiu Wing. The committee was established on 27 September 2004 with specific written terms of reference.
The major roles and functions of the audit committee of the Company are as follows:
  • to make recommendation to the Board on the appointment, re-appointment and removal of the external auditor; to approve the remuneration and terms of engagement of the external auditor; and any questions of resignation or dismissal of the external auditor.
  • to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standard.
  • to develop and implement policy on the engagement of an external auditor to supply non-audit services.
  • to review the interim and annual financial statements before submission to the Board.
  • to discuss problems and reservations arising from the interim review and final audit, and any matters the auditors may wish to discuss.
  • to review the external auditor’s management letters and management’s response.
  • to review the Group’s risk management and internal control systems.
  • to consider the major findings of internal investigations and management’s response.

Remuneration Committee

The remuneration committee of the Group comprises three independent non-executive directors, namely Mr Tang Yiu Wing (Chairman), Ms Gao Min and Ms Hui Wai Man, Shirley. The committee was established on 7 July 2005 with specific written terms of reference.
The major roles and functions of the remuneration committee of the Company are as follows:
  • to make recommendations to the Board on the Company’s policy and structure for all remuneration of directors and senior management, and on the establishment of formal and transparent procedures for developing policy on such remuneration.
  • to determine the specific remuneration packages of all executive directors and senior management and make recommendations to the Board on the remuneration of non-executive directors.
  • to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time.
  • to review and approve the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment.
  • to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct.
  • to ensure that no director is involved in deciding his/her own remuneration.

Nomination Committee

The nomination committee of the Group comprises four members, namely Hon. Shek Lai Him Abraham (GBS, JP) (Chairman), Mr Pan Sutong, Ms Gao Min and Ms Hui Wai Man, Shirley. The committee was established on 23 March 2012 with specific written terms of reference.

Corporate Governance Committee

The corporate governance committee of the Group comprises two members, namely Mr Pan Sutong (Chairman) and Mr Zhou Xiaojun. The committee was established on 23 March 2012 with specific written terms of reference.