Group Information

Organization

Board Committees

Audit Committee

Audit Committee of our Board is established with written terms of reference in compliance with Rule 3.21 of the Listing Rules and the Code Provisions under paragraph C3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The primary duties of the audit committee include, amongst other things,
  1. to propose the appointment or removal of the external auditors and to review and monitor the effectiveness of the audit process;
  2. to discuss with the external auditor the nature and scope of the audit work prior to commencement of the audit work;
  3. to review our Group’s financial and accounting policies and procedures;
  4. where an internal audit function exists, to ensure co-ordination between the internal and external auditors and to ensure that the internal audit function is adequately resourced and has appropriate standing within our Company, and to review and monitor its effectiveness;
  5. to review our Company’s financial information and disclosure thereof, and to consider any significant or unusual items that are, or may need to be, reflected in the reports and accounts;
  6. to review and supervise our Company’s financial controls, internal control and risk management systems and their implementation;
  7. review the arrangements for employees to raise concerns about possible financial reporting improprieties.
The Audit Committee is composed of Mr. Chung Kwok Pan, Mr. Chan Kim Fai Eddie, and Mr. Chung Chin Kwan, all of whom are Independent Non-Executive Directors. The chairman of the Audit Committee is Mr. Chan Kim Fai Eddie, who holds the appropriate professional qualifications as required by Listing Rules 3.10(2) and 3.21.

Remuneration Committee

Remuneration Committee of our Board is established with written terms of reference in compliance with the Code Provisions under paragraph B1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The primary functions of the remuneration committee include, amongst other things,
  1. to make recommendations to our Board on our Company’s policy and structure for all Directors’ and senior management’s remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;
  2. to review and approve our management’s remuneration proposals with reference to our Board’s corporate goals and objectives;
  3. to consider and make recommendations to our Board, on the remuneration packages and overall benefits paid to our Directors and senior management;
  4. to review and approve compensation payable to executive Directors and senior management for any loss or termination of office or appointment;
  5. and to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct.
The Remuneration Committee is composed of one Non-Executive Director and two Independent Non-Executive Directors, namely Mr. Law Wing Chung, Mr. Chan Kim Fai Eddie, and Mr. Chung Chin Kwan. The chairman of the Remuneration Committee is Mr. Chung Chin Kwan.

Nomination Committee

Nomination Committee of our Board is established with written terms of reference in compliance with the Code Provisions under paragraph A5 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The primary duties of the nomination committee include, amongst other things,
  1. to review the structure, size and composition (including the skills, knowledge and experience) of our Board at least annually and make recommendations on any proposed changes to our Board to complement our Company’s corporate strategy;
  2. to identify individuals suitably qualified to become members of our Board and select or make recommendations to our Board on the selection of individuals nominated for directorships;
  3. to assess the independence of Independent Non-executive Directors;
  4. to consider and make recommendations to our Board regarding the appointment, reappointment of Directors and succession planning for Directors, in particular the chairman and the chief executive;
  5. and to formulate a policy concerning diversity of board members.
The Nomination Committee is composed of one Non-Executive Director and two Independent Non-Executive Directors, namely Mr. Law Wing Chung, Mr. Chan Kim Fai Eddie, and Mr. Chung Chin Kwan. The chairman of the Nomination Committee is Mr. Chung Chin Kwan.