The Audit Committee comprises all three INEDs, namely Mr. Wu Tak Kong (chairman), Dr. Du Huanzheng and Ms. Judith Yu. None of the members of the Audit Committee is a former partner of the auditor of the Company.
The primary duties of the Audit Committee are to assist the Board by providing an independent view of the effectiveness of the financial reporting system, risk management and internal control systems of the Group, to develop and review the Group’s policies. The Audit Committee is also responsible for making recommendation to the Board on the appointment of the external auditor and approving the remuneration and terms of engagement of the external auditor. The Audit Committee is required to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards and to perform other duties and responsibilities as assigned by the Board.
The Remuneration Committee comprises one executive Director and two INEDs, namely Mr. Zhao Kexi, Dr. Du Huanzheng (chairman) and Mr. Wu Tak Kong, respectively.
The Company has adopted the model set out in code provision E.1.2(c)(ii) of the CG Code as its Remuneration Committee model under which the Remuneration Committee shall make recommendations to the Board on the remuneration packages of individual executive directors and senior management.
The primary duties of the Remuneration Committee include the following:
(1) 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 a formal and transparent procedure for developing policy on such remuneration;
(2) to review and determine, with delegated responsibilities and authorisation by the Board, the remuneration packages of individual executive Directors and senior management with reference to the Board’s corporate goals and objectives;
(3) to make recommendations to the Board on the remuneration of non-executive Directors and INEDs;
(4) to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group;
(5) to review and approve compensation payable to executive Directors and senior management for any loss of termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;
(6) to review and approve compensative arrangements relating to dismissal or removal of Directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate; and
(7) to ensure that no Directors or any of his/her associates is involved in deciding his/her own remuneration.
The Nomination Committee comprises one Executive Director and two INEDs, namely Mr. Zhou Min (chairman), Ms. Judith Yu and Mr. Wu Tak Kong, respectively.
The primary duties of the Nomination Committee are to review the structure, size and composition of the Board and make recommendations to the Board on the appointment or re-appointment of members of the Board and succession planning for members of the Board.
The Sustainability Committee comprises two Executive Directors and one INED, namely Mr. Zhao Kexi (chairman), Mr. Zhou Chen and Mr. Wu Tak Kong, respectively.
he primary duties of the Sustainability Committee are monitoring and reporting to the Board on the implementation and effectiveness of the environmental, social and governance ("ESG") management. It also prioritises the material ESG issues, evaluates the risks and opportunity due to climate change, review and monitors the achievement of environmental targets and evaluates the impacts of the ESG performances of the Company on its stakeholders, including employees, shareholders, customers, suppliers, business associates and local communities.
|Sustainability Committee - Terms of Reference
|SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
|LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS
|REMUNERATION COMMITTEE - TERMS OF REFERENCE
|AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION