The Company believes in the upholding of the principles and practices of good corporate governance as the best means to ensure effective internal control and safeguard the interests of shareholders, customers and staff. It is also crucial to the healthy development of the Company in the long term. The Company strictly abides by the laws and regulations of the jurisdiction where it operates, and observes the guidelines and rules issued by regulatory authorities. It also strives to follow the latest international and local corporate governance best practices.
Corporate Governance Framework
The Company’s corporate governance structure is kept under constant review and reinforcement in order to maintain a high standard of operation.
Under the current governance structure, the role of the Board is to provide high-level guidance and oversight and is separate from that of the management, which is devoted to the day-to-day operation and administration of the Company. The Board formulates strategic guidance for the Company and maintains effective oversight over the management.
To assist the Board in fulfilling its responsibilities and in accordance with best corporate governance practices, five standing committees have been established under the Board, namely, Executive Committee, Management Committee, Audit Committee, Nomination Committee and Remuneration Committee. Ad hoc committees will be set up to undertake special assignments as and when necessary.
The Board and all Board committees will assess their respective work procedure and effectiveness on a regular basis in accordance with their respective mandates. The Board has delegated to the Management Committee the power to manage and administer the day-to-day affairs of the Company. At the same time, the Board gives clear guidance as to the powers of the Management Committee, in particular with respect to the circumstances under which the Management Committee shall report back to and obtain prior approval from the Board before making a decision which may involve substantial commitments on behalf of the Company. While the Chairman leads the Board, the Chief Executive Officer is the head of the Management Committee.
The roles of the Chairman and the Chief Executive Officer are separated and are performed by different individuals.
Board of Directors
The Board comprises Executive Directors and Independent Non-executive Directors, Independent Non-executive Directors comprise more than one-third of the Board and include Directors with appropriate financial management expertise. The Company is therefore in full compliance with Rules 3.10(1) and (2) of the Listing Rules.
There is no relationship (including financial, business, family or other material/relevant relationship(s)) among the Board members.
Executive Committee
The Executive Committee currently has four members who are Executive Directors. The Committee is chaired by Mr. Wang Mingquan, the Chairman of the Board. The Committee assists the Board to fulfill its supervisory role over the Company.
Management Committee
The Management Committee currently comprises three Executive Directors and two assistant general managers of the Company. The Committee is chaired by Dr. Zhou Liqun, the Chief Executive Officer. The Committee is responsible for the day-to-day management of the Company and execution of the Board’s resolutions. It reports to the Board on a regular basis and may defer its decision to the Board in matters involving substantial commitments of the Company.
The Management Committee usually holds meetings on a fortnightly basis but it will also deal with matters on an ad-hoc basis as and when necessary.
Audit Committee
The Audit Committee currently has four members who are Independent Non-executive Directors. The Committee is chaired by Mr. Ng Ming Wah, Charles, an Independent Non-executive Director. Pursuant to the Terms of Reference of the Audit Committee, the e Committee assists the Board to fulfill its supervisory role over the Company and its subsidiaries in, among others, the following areas:
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integrity of accounts and financial reporting process; |
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internal control systems; |
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effectiveness of internal audit function and performance appraisal of head of internal audit; |
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appointment of external auditors and assessment of their qualifications, independence and performance; |
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periodic review and annual audit of the Company’s and the Group’s accounts; and |
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compliance with applicable accounting standards and legal and regulatory requirements on financial disclosures. |
Nomination Committee
The Nomination Committee currently has four members comprising two Executive Directors and two Independent Non-executive Directors. It is chaired by Mr. Wang Mingquan, Chairman of the Board.
The Committee assists the Board to fulfill its supervisory role over the Company and its subsidiaries in the following areas:
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nomination of new directors to the Board; and |
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assessment of the performance and skills of the Directors on a regular basis |
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