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An audit committee was established on 4 July 2001. It currently comprises of entirely of Independent Non-executive Directors of the Company, which schedules to meet at least four times a year.
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| Members: |
Mr. Lui Tin Nang (Chairman)
Mr. Cheung Siu Chung
Mr. Orr Joseph Wai Shing
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| | Principal Functions |
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To consider and recommend the appointment, re-appointment and removal of external auditor;
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To approve the remuneration and terms of engagement of external auditor, any questions of resignation or dismissal of that auditor;
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To review and monitor external auditor independence and objectivity and the effectiveness of the audit process in accordance with applicable standards;
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To discuss with external auditor the nature and scope of the audit and reporting obligations before the audit commences;
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To develop and implement policy on the engagement of an external auditor to supply non-audit services and to make recommendation of any measures for improvements to be taken;
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To review the quarterly, interim and annual financial statements and the quarterly, interim and annual reports before submission to the board;
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To review the group's financial controls, internal control and risk management systems and ensure that the management has discharged its duty to have an effective internal control system;
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To consider any findings of major investigations of internal control matters as delegated by the board or on its own initiative and management response;
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To review the internal audit programme, ensure co-ordination between the internal and external auditors, and ensure that the internal audit function is adequately resourced and has appropriate standing within the company and to review and monitor the effectiveness of the internal audit function;
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To review the external auditor management letter, any material queries raised by the auditor to management in respect of the accounting records, financial accounts or systems of control and management response and to ensure that the board will provide a timely response to the issues raised; and
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To review the group's financial and accounting policies and practices.
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The Audit Committee has explicit authority to investigate into any matter under the scope of its duties and the authority to obtain independent professional advice. It is given full access to and assistance from the management and reasonable resources to discharge its duties properly. At least once annually, the Audit Committee will meet the external auditors without the presence of the management.
The written terms of reference of the Audit Committee may be downloaded from here:
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A nomination committee was established on 22 July 2005. It currently comprises of a majority of Independent Non-executive Directors of the Company, which schedules to meet at least once a year.
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| Members: |
Ms. Yu Sau Lai (Chairman)
Mr. Lui Tin Nang
Mr. Cheung Siu Chung
Mr. Orr Joseph Wai Shing
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| | Principal Functions |
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To make recommendations to the Board on all new appointments or re-appointments of directors, the establishment of a succession plan for directors, in particular the chairman and chief executive officer and the composition of the Board;
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To identify and nominate qualified individuals, subject to the approval of the Board, to be additional directors or to fill vacancy in the Board as and when they arise;
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To assess the effectiveness of the Board as a whole and the contribution by each Director to the Board;
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To review on an annual basis the Board structure, size and composition and the independent element of the Board;
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To develop the criteria for selection of directors; and
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To assess the independence of independent non-executive directors.
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The chairman of the Nomination Committee will report to the Board on its proceedings and recommendations after each meeting.
The written terms of reference of the Nomination Committee may be downloaded from here:
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The remuneration committee was established on 22 July 2005. It currently comprises of a majority of Independent Non-executive Directors of the Company, which schedules to meet at least once a year.
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| Members: |
Ms. Yu Sau Lai (Chairman)
Mr. Lui Tin Nang
Mr. Cheung Siu Chung
Mr. Orr Joseph Wai Shing
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To assist the Board in achieving its objective of attracting, retaining and motivating people of the highest caliber and experience needed to shape and execute strategy across the Company substantial, diverse and international business operations;
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The Directors acknowledge their responsibility to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and in presenting the quarterly and annual financial statements, and announcements to shareholders, the Directors aim to present a balanced and understandable assessment of the Group position and prospects.
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To recommend a fair and transparent framework of executive remuneration for the Board and senior management of the Company, including share option schemes, based on the skill, knowledge, involvement in the Company affairs and by reference to the Company performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions;
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To review and determine specific remuneration packages for each Executive Director and senior management by reference to corporate goals and objectives resolved by the Board from time to time; and
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To administer the performance bonus scheme and the share option scheme for the employees of the Company.
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No Directors can determine their own remuneration package. The chairman of the Remuneration Committee will report to the Board on its proceedings and recommendations after each meeting. The recommended remuneration packages are subject to approval by the Board.
The written terms of reference of the Remuneration Committee may be downloaded from here:
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