Corporate Governance
Audit Committee
Audit Committee terms of reference
On 25 February 2012, the Company established an audit committee (“Audit Committee”) that has written terms of reference as suggested under the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The main objective of the Audit Committee is to assist the Board in fulfilling its fiduciary responsibilities to the Company and each of its subsidiaries to act in the interest of the shareholders as a whole. Its primary duties include: (i) to consider and make recommendation to the Board on the appointment, reappointment and removal of the Company’s external auditor; (ii) to approve the remuneration and terms of engagement of the Company’s external auditor and any questions of its resignation or dismissal; (iii) to review and discuss the Company’s financial controls, internal control and risk management systems; (iv) to monitor the integrity of the Company’s financial statements and annual report and accounts, half-year report and, if prepared for publication, quarterly reports, and to review significant financial reporting judgments contained in them; and (v) to review and monitor the Company’s external auditor’s independence, objectivity and the effectiveness of the audit process in accordance with applicable standards.
Remuneration Committee
Remuneration Committee terms of reference
On 25 February 2012, the Company established a remuneration committee (“Remuneration Committee”) which has written terms of reference as suggested under the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The main functions of the Remuneration Committee include: (i) 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; (ii) to review and approve management’s remuneration proposal with reference to the Board’s corporate goals and objectives; (iii) to make recommendations to the Board on the remuneration of the non-executive Directors; and (iv) to review and approve compensation arrangements relating to dismissal or removal of the Directors for misconduct to ensure that they are consistent with relevant contracted terms and are otherwise reasonable and appropriate.
Nomination Committee
Nomination Committee terms of reference
On 25 February 2012, the Company established a remuneration committee (“Remuneration Committee”) which has written terms of reference as suggested under the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The main functions of the Remuneration Committee include: (i) 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; (ii) to review and approve management’s remuneration proposal with reference to the Board’s corporate goals and objectives; (iii) to make recommendations to the Board on the remuneration of the non-executive Directors; and (iv) to review and approve compensation arrangements relating to dismissal or removal of the Directors for misconduct to ensure that they are consistent with relevant contracted terms and are otherwise reasonable and appropriate.
Corporate Governance Committee
Corporate Governance Committee terms of reference
On 25 February 2012, the Company established a corporate governance committee (“Corporate Governance Committee”) which has written terms of reference as suggested under the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The main functions of the Corporate Governance Committee include: (i) to develop and review the Company’s policies and practices on corporate governance and make recommendations to the Board; (ii) to review and monitor the training and continuous professional development of Directors and senior management of the Group; (iii) to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements; and (iv) to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and Directors of the Group.