Our Company currently has four special committees under the Board, which are the Audit Committee, the Remuneration Committee，the Nomination Committee，and the Environmental, Social and Governance Committee. These committees operate in accordance with their respective terms of reference established by the Board.
Our Company has established an Audit Committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraphs C.3 and D.3 of the Corporate Governance Code.The Audit Committee consists of three Directors, being Mr. ZHANG Senquan, Ms.LIU Fan and Mr. CHUNG Chong Sun. The chairperson of the Audit Committee is Mr. ZHANG Senquan. The primary duties of the Audit Committee include, among others:
- reviewing our compliance, accounting policies and financial reporting procedures
- supervising the implementation of our internal audit system
- advising on the appointment or replacement of external auditors
- liaising between our internal audit department and external auditors
- other responsibilities as authorized by our Board
Our Company has established a Remuneration Committee with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph B.1 of the Corporate Governance Code.The Remuneration Committee consists of three Directors, being Mr. MA Zhongjun, Mr. LIU Xiaofeng and Mr. CHUNG Chong Sun. The chairperson of the Remuneration Committee is Mr. MA Zhongjun. The primary duties of the Remuneration Committee include, among others:
- making recommendations to the Board on our policy and structure concerning remuneration of our Directors and members of the senior management
- making recommendations to the Board on the specific remuneration package of each Director and members of the senior management;
- reviewing and approving compensations payable to executive Directors and members of senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;
- reviewing and approving compensation arrangements relating to dismissal or removal of any Director for his or her misconduct to ensure that such arrangements are consistent with contractual terms and are otherwise reasonable and appropriate;
- reviewing and/or approving matters relating to share schemes under Chapter 17 of the Listing Rules; and
- other responsibilities as authorized by our Board.
Our Company has established a Nomination Committee with written terms of reference in compliance with paragraph A.5 of the Corporate Governance Code. The Nomination Committee consists of three Directors, being Mr. MA Zhongjun, Mr. LIU Xiaofeng and Mr. CHUNG Chong Sun. The chairperson of the Nomination Committee is Mr. MA Zhongjun. The primary duties of the Nomination Committee include, among others:
- reviewing the structure, size and composition of the Board annually, and advising on any changes of the Board proposed in accordance with the strategies of our Company
- identifying, selecting or making recommendations to our Board on the selection of individuals nominated for directorships
- making recommendations to the Board on relevant matters relating to the appointment and re-appointment of our Directors
- assessing the independence of independent non-executive Directors
- other responsibilities as authorized by our Board
Our company has established an Environmental, Social and Governance Committee of the board. The Environmental, Social and Governance Committee consists of three directors, being Mr. LIU Xiaofeng, Ms. ZHAI Fang, and Mr. ZHANG Senquan. The chairperson is Mr. LIU Xiaofeng. The primary duties of Environmental, Social and Governance Committee include, among others:
- guiding and formulating the Group’s environmental, social and governance (“ESG”) vision, objectives, strategies and structure to ensure that they are in line with the needs of the Group and comply with applicable laws, regulations, regulatory requirements and international standards
- monitoring the development and implementation of the Group’s ESG vision, strategies and structure
- guiding and reviewing the identification and ranking of important ESG issues of the Group
- reviewing the key ESG trends and related risks and opportunities, and assessing the adequacy and effectiveness of the Group’s ESG structure accordingly
- monitoring the channels and means of communication with the Group’s stakeholders and ensuring that the relevant policies are in place to effectively promote the relationship between the Group and its stakeholders and protect the Group’s reputation
- reviewing the Company’s ESG report and other ESG related disclosures, and making recommendations to the Board in order to maintain the integrity of the ESG report and other ESG related disclosure of the Company
- ensuring that the Company’s ESG report is prepared in accordance with the ESG Reporting Guide set out in Appendix 27 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
