Board Committees
In order to assist the Board in the execution of its duties and to enhance effective management, the Board has delegated certain functions to various Board committees, which in turn will review and make recommendations to the Board on specific areas. Those Board committees are the Executive Committee, the Audit Committee, the Remuneration Committee, the Nomination Committee, the Investment and Strategic Planning Committee, the Environmental, Social and Governance Committee and the Risk Management Committee.
Executive Committee
The Executive Committee consists of all the executive directors of the Company who are frequently in Hong Kong. The purpose of this committee is to facilitate the daily operations of the Company. As most of the directors of the Company are fully engaged in their major responsibilities and/or stationed in the mainland China and Hong Kong, it may be practically difficult and inconvenient to convene full Board meetings or arrange for all directors to sign written resolutions on a frequent basis. Hence, the Board delegates powers to the Executive Committee to conduct and supervise the business of the Company and its staff.
Name of Member:
1 Executive Director, Chairman of the Board, Managing Director
Terms of Reference
Audit Committee
The Audit Committee, chaired by an independent non-executive director with appropriate professional qualifications, consists of three members, all of whom are independent non-executive directors of the Company. All committee members are professionals in their own working fields, including accounting, legal, banking and/or other commercial areas.
The Audit Committee is authorised by the Board to investigate any activity within its terms of reference. It has unrestricted access to information relating to the Group, to both the internal and external auditors, and to the management and staff. Its terms of reference are aligned with the recommendations set out in "A Guide for Effective Audit Committees" issued by the Hong Kong Institute of Certified Public Accountants and the code provisions set out in the Corporate Governance Code.
In addition to providing advice and recommendations to the Board, the Audit Committee oversees all matters relating to the external auditors. It therefore plays an important role in monitoring and safeguarding the independence of the external auditors. Both the Financial Controller and the Internal Auditor are directly accountable to the Chairman of the Audit Committee.
Names of Members:
1 Independent Non-executive Director
Terms of Reference
Remuneration Committee
The Remuneration Committee comprises five members, the majority of whom (including chairman of the committee) are independent non-executive directors of the Company.
The Company has adopted model (ii) as set out in the code provision E.1.2(c) of the corporate Governance Code, under which the Remuneration Committee makes recommendations to the Board on the remuneration packages of individual executive directors and senior management. The Remuneration Committee also makes recommendations to the Board on the policy and structure for all directors' and senior management remuneration. If necessary, the Remuneration Committee can engage professional advisers to assist and/or provide professional advice on relevant issues.
When formulating remuneration packages (which comprise salaries, bonus, benefits in kind, etc.), the Remuneration Committee considers several factors such as salaries paid by comparable companies, time commitment, job responsibilities, the performance of the individual and the performance of the Company. The Remuneration Committee will also review and approve the management's remuneration proposals with reference to the Board's corporate goals and objectives resolved by the Board from time to time.
Names of Members:
1 Independent Non-executive Director
2 Executive Director, Chairman of the Board, Managing Director
Terms of Reference
Nomination Committee
The Nomination Committee comprises three members, the majority of whom (including chairman of the committee) are independent non-executive directors of the Company.
The Nomination Committee is responsible for nominating potential candidates for directorship, reviewing the nomination of directors, assessing the independence of independent non-executive directors and making recommendations to the Board on appointments and re-elections. In addition, the Nomination Committee is responsible for reviewing the Board Diversity Policy to ensure its effectiveness and make recommendations to the Board on requisite amendments.
Names of Members:
1 Independent Non-executive Director
2 Executive Director, Chairman of the Board, Managing Director
Terms of Reference
Environmental, Social and Governance Committee
The Environmental, Social and Governance Committee comprises three members, the majority of whom (including chairman of the committee) are independent non-executive directors of the Company.
The Environmental, Social and Governance Committee is responsible for introducing and proposing relevant principles concerning corporate governance so as to enhance the standard of corporate governance of the Company. The Committee is also responsible for overseeing, evaluating and making recommendations to the Board on the development and implementation of corporate social responsibility and sustainable development measures by the Group.
Names of Members:
1 Independent Non-executive Director
2 Executive Director, Chairman of the Board, Managing Director
Terms of Reference
Investment and Strategic Planning Committee
The Investment and Strategic Planning Committee, led by an executive director, comprises ten members (including executive directors, senior management and management). It is responsible for the consideration, evaluation and review of and making recommendations to the Board on proposed major investments, acquisitions and disposals, and conducting post-investment evaluation of investment projects. It also reviews and considers the overall strategic direction and business development of the Company.
Names of Members:
1 Executive Director, Chairman of the Board, Managing Director
Terms of Reference
Risk Management Committee
The Risk Management Committee, led by an executive director, comprises eight members (including executive directors, senior management and management). It provides support to the Board by identifying and minimising the operational risks of the Company, setting the direction for the Group's risk management strategy, strengthens the Group's risk management system and give opinions to the Board on risk-related matters of the Company.
Names of Members:
1 Executive Director, Chairman of the Board, Managing Director
Terms of Reference
