The Group is committed to promote the highest standards of corporate governance so as to enhance its transparency, accountability and corporate value to the shareholders.
Board of Directors
Composition
The Board currently comprises nine directors, including two executive directors, two non-executive directors and five independent non-executive directors.
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Executive Directors
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Non-executive Director
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Independent
Non-executive Directors
Role and function
The Board takes responsibility for the formulation of the overall strategy and the leadership and control of the Group such as the Group’s long term objectives and strategies, the approval of the Group’s corporate and capital structure, financial reporting and controls, internal controls and risk management, material contracts, communication with the shareholders, the Board membership and other appointments, remuneration of Directors and other senior management, delegation of authority to Board committees and corporate governance matters.
Remuneration Committee
The Remuneration Committee is responsible for, among others, 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. The Remuneration Committee shall also make recommendations to the Board on the remuneration packages of individual executive directors and senior management, which includes benefits in kind, pension rights and compensation payments.
The Remuneration Committee currently comprises three members as follows:
Terms of Reference
Audit Committee
All members of the Audit Committee are Independent Non-executive Directors and are responsible for, among others, the integrity of the financial statements of the Group, reviewing the effectiveness of the Group’s internal controls and risk management systems, reviewing the effectiveness of the Group’s internal audit function in the context of the Group’s overall risk management system and oversight of the relationship with external Auditors.
The Audit Committee currently comprises three members as follows:
Terms of Reference
Internal Control
A well-designed internal control system is very important to the protection of the Group’s assets, the reliability of its financial statements, and its compliance with legislation and rules. As such, the Group is committed to establishing and maintaining a sound system of internal control system to provide reasonable, though not absolute, assurance against any serious misrepresentation or loss, and to manage, though not eliminate, any risk of serious mistakes regarding the operation system and the objectives of the Group. The Board of Directors also perceives its overall responsibility for the internal control, financial control and risk management of the Company, and will review its effectiveness from time to time.
The Group has an Internal Audit Department, which is responsible for the internal audit of the Group, independent assessment of risks, and internal control procedures and system, and reports its findings, with recommendations, to the Audit Committee on a quarterly basis.
The Internal Audit Department will assess the risks to which the Company is exposed, and formulate an audit plan on that basis annually, so as to ensure that the internal audit covers all areas of high risks. The audit plan will be submitted to the Audit Committee for approval. The scope of audit review is determined based on the risk assessment results. Special reviews will be conducted on matters which are of concern to the management or the Audit Committee.
Procedures for shareholders to propose a person for election as director
The Board will consider candidates nominated by shareholders of the Company to be directors of the Company.
Procedures for shareholders to propose a person for election as director
