Taking into account the market practices and international best practices in corporate governance, the Board established 5 Board Committees to carry out its responsibilities. They are the Executive Committee, the Audit and Risk Management Committee, the Nomination Committee, the Remuneration Committee and the Strategy Committee. In addition, the Board will, if necessary, authorise an independent board committee comprising all INEDs to review, approve and monitor the connected transactions (including continuing connected transactions) in accordance with the requirements of the relevant laws and regulations. The Terms of Reference of the Board clearly define the terms of reference of the Board Committees. The Board Committees can make recommendations to the Board on relevant matters within their terms of reference, or make decisions under appropriate circumstances within the power as delegated by the Board.
The Executive Committee , which was established in 2005, is the organ for making significant business decisions of the Company. Upon the delegation by the Board, the Executive Committee makes decisions regarding major issues as proposed by the Board through interactive communications from time to time concerning monitoring over the Group’s business objectives, business development plans and major business projects. Dr. Cai Yunge, the Chairman of the Board, is the Chairman of the Executive Committee. The Executive Committee currently comprises 5 members: Dr. Cai Yunge (Chairman of the Board), Mr. Chen Shuang (Chief Executive Officer), Mr. Tang Chi Chun, Richard (Chief Financial Officer), Mr. Zhang Mingao (Chief Investment Officer) and Mr. Yin Lianchen (Chief Investment Officer).
Audit and Risk Management Committee
The Audit and Risk Management Committee, which was established in 1999 and formerly known as the Audit Committee, mainly assists the Board in fulfilling its responsibilities relating to the supervision of the financial statements, internal control, internal audit and external audit of the Group. The written terms of reference of the Audit and Risk Management Committee, which were prepared with reference to “A Guide for Effective Audit Committees” published by the Hong Kong Institute of Certified Public Accountants and updated with reference to the requirement of the Code, were approved and properly authorized by the Board.
The Audit and Risk Management Committee comprises 3 members, all including the chairman are independent non-executive directors. The Committee is chaired by Dr. Chung Shui Ming, Timpson who has extensive experience in financial and accounting services industry.
The Nomination Committee, which was established in 2005, is responsible for assisting the Board in nominating the right candidates for directorship and senior management positions as well as for evaluating the competence of the candidates to ensure that they are in line with the Group’s overall development directions.
The Nomination Committee currently has 4 members comprising Dr. Lin Zhijun, Dr. Cai Yunge, Dr. Chung Shui Ming, Timpson and Mr. Law Cheuk Kin, Stephen. The committee is chaired by Dr. Lin Zhijun, the independent non-executive director of the Board.
The Remuneration Committee, which was established in 2005, is responsible for assisting the Board in overseeing the Group’s human resources and remuneration policies.
The Remuneration Committee currently has 4 members comprising Dr. Lin Zhijun, Dr. Cai Yunge, Dr. Chung Shui Ming, Timpson and Mr. Law Cheuk Kin, Stephen. The independent non-executive directors represent over two-third of the committee members. The Committee is chaired by Dr. Lin Zhijun, independent non-executive director of the Board.
The Strategy Committee, which was established in 2006, is responsible for studying the long term strategy and planning of the Group and making recommendations to the Board for the middle and long term development strategies of the Group. The Strategy Committee is chaired by Mr. Law Cheuk Kin, Stephen, an INED, and currently has 7 members: Mr. Law Cheuk Kin, Stephen, Dr. Cai Yunge, Mr. Chen Shuang, Mr. Zhang Mingao, Mr. Yin Lianchen, Dr. Lin Zhijin and Dr. Chung Shui Ming, Timpson. The Strategy Committee convenes meeting regularly each year with a focus to review the strategic positioning and development planning of the Group.