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HALF-YEAR REPORT 2016
Statutory Disclosure
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Board Committees
Currently the board has the following committees to discharge its functions:
•
An executive committee to assist the board in the business operations and management of the Company.
Its principal role is to select suitable candidates for senior management; to review/provide advice to the
board on material investment plans and feasibility studies and proposed disposals/divestments, mergers,
acquisitions and other significant transactions of the Company, strategy and planning of the Group.
The committee is chaired by Mr Chang Zhenming, the chairman of the board, and other members are
Mr Wang Jiong (being executive director, vice chairman and president of the Company and also serves
as vice chairman of the committee), Mr Zhu Xiaohuang (who serves as vice chairman of the committee),
Mr Feng Guang, Ms Li Qingping (being executive director and vice president of the Company), Mr Pu Jian
(being executive director and vice president of the Company), Mr Zhu Gaoming (being vice president of
the Company) and Mr Cai Xiliang (appointed as executive committee member and vice president of the
Company with effect from 12 August 2016).
•
An audit and risk management committee to oversee the relationship with the external auditor; and
to review the Company’s financial reporting, annual audit and interim report. The committee acts on
behalf of the board in providing oversight of the Company’s financial reporting system, risk management
and internal control systems, reviews and monitors the effectiveness of the internal audit function, and
reviews the Company’s policies and practices on corporate governance. The committee comprises three
independent non-executive directors, Mr Francis Siu Wai Keung (who serves as the chairman of the
committee), Dr Xu Jinwu and Mr Anthony Francis Neoh.
•
A nomination committee to determine the policy for the nomination of directors and set out the
nomination procedures and the process and criteria adopted to select and recommend candidates for
directorship, which shall take into consideration the principle of diversity. It also reviews the structure, size,
composition and diversity of the board. The committee is chaired by Mr Chang Zhenming, the chairman
of the board, and other members include an executive director, Mr Wang Jiong (being vice chairman and
president of the Company) and three independent non-executive directors, Mr Francis Siu Wai Keung,
Dr Xu Jinwu and Mr Anthony Francis Neoh.
•
A remuneration committee to determine and review the remuneration packages of individual executive
directors and senior management, including salaries, bonuses, benefits in kind, share options and other
plans. The committee comprises two independent non-executive directors, Mr Francis Siu Wai Keung (who
serves as the chairman of the committee) and Dr Xu Jinwu, and a non-executive director, Mr Yang Jinming.
•
A special committee to deal with all matters relating to all investigations (including enquiries) of, and
proceedings involving, the Company and its directors, arising from the 2008 forex incident, including
but not limited to by the Market Misconduct Tribunal, the Securities and Futures Commission and the
Commercial Crime Bureau of the Hong Kong Police Force. The committee comprises two members,
Mr Zhang Jijing and Mr Francis Siu Wai Keung.