The Board comprised of eleven Directors, including six executive directors, one non-executive directors and four independent non-executive directors.
For a Director to be considered independent, that director should not have any direct or indirect material interest in the Group. In determining the independence of Directors, the Board follows the requirement set out in the Listing Rules.
All the non-executive Directors are appointed for a specific term and will be subject to retirement by rotation and re-election at the annual general meeting of the Company.
The Chairman is responsible for providing leadership to, and overseeing, the functioning of the Board to ensure that the Board acts in the best interest for the Group. Board meetings are planned and conducted effectively.
The Chairman is responsible for approving the agenda for each Board meeting, after taking into account the matters proposed by other Directors. With the support of the executive Directors and the Company Secretary, the Chairman seeks to ensure that all Directors are properly briefed on issues arising at Board meetings and receive adequate and reliable information in a timely manner. The Chairman also actively encourages all Directors to be fully engaged in the Board’s affairs and make contributions to the Board’s functions. The Board has adopted good corporate governance practices and procedures and has taken appropriate steps to provide effective communication with shareholders.
The CEO is responsible for managing the business of the Group, attending to the formulation and implementation of group policies, and assuming full accountability for the Group’s operations. Acting as the principal manager of the Group’s business, the CEO develops a strategic operating plan that reflects the long-term objectives and priorities established by the Board and is directly responsible for maintain the operational performance of the Group. Working with the senior management and the Board, the CEO ensures that the funding requirements of the business are met and closely monitors the operating and financial results against the plans and budgets. He also takes remedial actions when necessary and advises the Board of any significant developments and issues of the Group.
The Board meets regularly, and at least 4 times a year. Between scheduled meetings, senior management of the Group provides to Directors the information on the activities and developments in the business of the Group on a time basis and when required, additional Board meetings are held. In addition, Directors have full access to the information of the Group and the independent professional advice whenever deemed necessary by the Directors.
The Nomination Committee is chaired by Mr. Liu Shunxing and other members of the Committee are Ms. Liu Jianhong, Mr. Yap Fat Suan, Henry, Ms. Huang Jian and Mr. Zhang Zhong. Under its terms of reference, the Nomination Committee is responsible for identifying potential directors and making recommendations to the Board on the appointment or re-appointment of directors of the Company. Potential new directors are selected on the basis of their qualifications, skills and experience which the Nomination Committee considers will make a positive contribution to the performance of the Board.
The Remuneration Committee comprises 5 members. The Remuneration Committee is chaired by Mr. Zhang Zhong, with Mr. Liu Shunxing, Ms Liu Jianhong, Mr. Yap Fat Suan, Henry and Dr. Jesse Zhixi Fang being the members. The Remuneration Committee meets for the determination of the remuneration packages of Directors and senior management of the Group. In addition, the Remuneration Committee also meets as and when required to consider remuneration and compensation related matters.
The Company Secretary is responsible to the Board for ensuring that Board activities and procedures comply with relevant legislative, regulatory and corporate governance developments. The Company Secretary assists the Chairman to prepare agendas and Board papers for meetings and disseminates such documents to the Directors in a timely manner. The Company Secretary is also directly responsible for the Group’s compliance with the continuing obligations of the Listing Rules and Codes on Takeovers and Mergers and Share Repurchases. The Company Secretary maintains formal minutes of the Board meetings and other Board committee meetings.
The Audit Committee comprises three independent non-executive Directors. The Audit Committee is chaired by Mr. Yap Fat Suan, Henry and the other members of the Committee are Ms. Huang Jian and Mr. Zhang Zhong. Mr Yap Fat Suan, Henry is a fellow member of the Institute of Chartered Accountants in England and Wales and an associate member of the Hong Kong Institute of Certified Public Accountants. The Audit Committee is required, amongst other things, to oversee the relationship with the external auditors, to review of the Group’s financial information, to oversignt of the Group's financial reporting system and internal control procedures.