The Board has appointed three board committees to assist the Board in discharge of its duties and to oversee particular aspects of the Group's affairs. Each committee has its defined scope of duties and terms of reference available on the Company's website. The committee members are empowered to make decisions on matters within the terms of reference of each committee. To further reinforce independence, the committees have been structured to include a majority of Independent Non-executive Directors.
(1)
Audit
Committee
The Audit Committee comprises three members and is chaired by Mr. KOO Fook Sun, Louis, a member of the Hong Kong Institute of Certified Public Accountants and has many years of experience in investment banking and professional accounting. Other two members are Mr. SUN Tak Chiu and Mr. WANG Ching Miao, Wilson. All the Committee members are appointed from the Independent Non-executive Directors of the Company. Under its terms of reference which are aligned with the code provisions set out in the Corporate Governance Code, the Committee is required to evaluate the overall effectiveness of the internal control and risk management frameworks, to review the accounting principles and practices adopted by the Group and other financial reporting matters and ensure the completeness, accuracy and fairness of the financial statements, to monitor compliance with statutory and listing requirements and to oversee the relationship with the external auditors.
The Audit Committee meets the external auditors at least twice a year to discuss any areas of concerns during the audits. The Audit Committee reviews the interim and annual financial statements before submission to the Board. The Audit Committee focuses not only on the impact of the changes in accounting policies and practices but also on the compliance with accounting standards, the Listing Rules and the legal requirements in the review of the Company's interim and annual reports.
The Remuneration Committee comprises five members, a majority
of whom are Independent Non-executive Directors, and is chaired
by Mr. SUN Tak Chiu, The Committee is aimed to review and determine
the remuneration policy and packages of the Executive Directors
and senior management.
The Executive Directors, assisted by the Group Human Resources
Department, are responsible for reviewing all relevant remuneration
data and market conditions as well as the performance of individuals
and the profitability of the Group, and propose to the committee
for consideration and approval, remuneration packages for
Directors and senior management. All Directors do not
participate in the determination of their own remuneration.
The Committee is scheduled to meet at least once a year for
the determination of the remuneration packages of Directors
and senior management of the Group. In addition, the Committee
also meets as and when required to consider remuneration related
matters. All businesses transacted at the Committee meetings
are well recorded and the records are maintained.
The Nomination Committee comprises five members, a majority of whom are Independent Non-executive Directors, and is chaired by Mr. WANG Ching Miao, Wilson. The Committee is responsible for nominating potential candidates for directorship, reviewing the nomination of directors and making recommendations to the Board on such appointments.
The Company follows a formal and transparent procedure for the appointment of new Directors. Appointments are first considered by the committee. The recommendations of the Committee are then put to the full Board for decision.
The Committee is scheduled to meet at least once a year for the review of the structure, size and composition of the Board. In addition, the Committee also meets as and when required to consider nomination related matters. All businesses transacted at the Committee meetings are well recorded and the records are maintained.
