Taking into account the market practices and international best practices in corporate governance, the Board established 6 Board Committees to carry out its responsibilities. They are the Executive Board Committee, the Audit and Risk Management Committee, the Nomination Committee, the Remuneration Committee, the Strategy Committee and the Environmental, Social and Governance 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.
Executive Board Committee
The Executive Board 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 Board 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. Mr. Zhang Mingao（President）, is the Chairman of the Executive Board Committee. The Executive Board Committee currently comprises 3 members: Mr. Zhang Mingao（President）, Mr. Wang Hongyang （Vice President） and Mr. Yin Yanwu（Vice President）.
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, Mr. Yu Fachang, 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, Mr. Yu Fachang, 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 5 members: Mr. Law Cheuk Kin, Stephen, Mr. Yu Fachang, Mr. Zhang Mingao, 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.
Environmental, Social and Governance Committee
The Environmental, Social and Governance Committee was established in 2021 and is responsible for formulating and reviewing the Group’s environmental, social and governance vision, strategies, targets, governance structure and policies, etc.
The Environmental, Social and Governance Committee currently has 4 members comprising Mr. Zhang Mingao, Mr. Wang Hongyang, Mr. Fang Bin and Mr. Law Cheuk Kin, Stephen . The Committee is chaired byMr. Zhang Mingao.