Board Committees

Audit Committee

An Audit Committee has been established by the Board with specific written terms of reference and all members of the Audit Committee are Independent Non-Executive Directors. Pursuant to the Audit Committee’s terms of reference, the Audit Committee is authorised to commit Company funds in order to obtain advice from outside legal counsel, accountants, investigatory services or other expert advice.

The Audit Committee performs, amongst others, the following functions:

To review the financial information of the Group
To review the relationship with and terms of appointment of the external auditor
To review the effectiveness of the Company’s internal audit function
To review the effectiveness and adequacy of the Company’s financial reporting system, risk management and internal control systems

Details of the authority and responsibilities of the Audit Committee are available on the websites of the Company and The Stock Exchange of Hong Kong Limited.

The Audit Committee comprises three Independent Non-Executive Directors, namely Ms. Pau Yee Ling, Mr. Wong Kwan Kit and Ms. Zhou Hong. Mr. Wong Kwan Kit is the chairman of the Audit Committee.

Remuneration Committee

A Remuneration Committee has been established by the Board with specific written terms of reference and the majority of the members of the Remuneration Committee are Independent Non-Executive Directors.

The primary duties of the Remuneration Committee are:

To make recommendations to the Board on the Company’s policy and structure for all Directors’ and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy
To review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives
To make recommendations to the Board on the remuneration packages of individual executive Directors and senior management, including benefits in kind, pension rights and compensation payments (including any compensation payable for loss or termination of their office or appointment)
To make recommendations to the Board on the remuneration of non-executive Directors
To ensure that no Director or any of his/her associates is involved in deciding his/her own remuneration
To review and/or approve matters relating to share schemes of the Company

Details of the authority and responsibilities of the Remuneration Committee are available on the websites of the Company and The Stock Exchange of Hong Kong Limited.

The Remuneration Committee comprises three Independent Non-Executive Directors, namely Ms. Pau Yee Ling, Mr. Wong Kwan Kit and Ms. Zhou Hong, and two Executive Directors, namely Mr. Hu Xingrong and Ms. Cong Wenlin. Ms. Pau Yee Ling is the chairman of the Remuneration Committee.

Nomination Committee

A Nomination Committee has been established by the Board with specific terms of reference.

The primary duties of the Nomination Committee are:

To review the structure, size and diversity of the Board at least annually
To identify individuals suitably qualified to become Board members
To assess the independence of independent non-executive Directors
To make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors

Details of the authority and responsibilities of the Nomination Committee are available on the websites of the Company and The Stock Exchange of Hong Kong Limited.

The Nomination Committee comprises three Independent Non-Executive Directors, namely Ms. Pau Yee Ling, Mr. Wong Kwan Kit and Ms. Zhou Hong, and two Executive Directors, namely Mr. Hu Xingrong and Ms. Cong Wenlin. Mr. Hu Xingrong is the chairman of the Nomination Committee.