Audit Committee
The Company established an audit committee on 16 December 2003 with written terms of reference in compliance with the requirements as set out in the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited ("GEM Listing Rules"). The primary duties of the audit committee are to review and supervise the financial reporting process as well as the risk management and internal control systems of the Group, consider the appointment or reappointment of the auditor and provide advice and comments on the Group’s draft annual and interim results and reports to the Board. Mr. Chow Siu Lui, Mr. Chan Ka Leong, Ms. Yuen Kit Ming Fanny were members of the audit committee. The chairman of the audit committee is Mr. Chow Siu Lui.
Nomination Committee
The nomination committee was established on June 24, 2005 with written terms of reference in compliance with the requirements as set out in the GEM Listing Rules. Mr. Sun Ho, Mr. Chow Siu Lui, Mr. Chan Ka Leong, Ms. Yuen Kit Ming Fanny were members of the nomination committee. The chairman of the nomination committee is Mr. Sun Ho,an executive Director. Except for Mr. Sun Ho, all members of the nomination committee are/were independent non-executive Directors. The nomination committee is responsible for formulating nomination policy and making recommendations to the Board on nomination and appointment of Directors and Board succession. The nomination committee will also develop selection procedures for nomination of candidates, review the size, structure and composition of the Board, as well as assess the compliance with the Board diversity policy. The nomination committee will also assess independence of the independent non-executive Directors and check whether any of them has served the Board for more than nine years, thus requiring separate Shareholders’ approval for his/her further appointment.
Remuneration Committee
The remuneration committee was established on June 24, 2005 with written terms of reference in compliance with the requirements as set out in the GEM Listing Rules. Mr. Chow Siu Lui, Mr. Chan Ka Leong,Ms. Yuen Kit Ming Fanny were members of the remuneration committee.The chairman of the remuneration committee is Mr. Chow Siu Lui. The remuneration committee is responsible for formulating and recommending to the Board the emolument policy of the Group and the remuneration packages of Directors, as well as reviewing and making recommendations on the Company’s share option scheme, Share Award Scheme, bonus structure, benefits in kind, provident fund and compensation payments, including any compensation payable for loss or termination of office or appointment. The remuneration committee consults with the chairman and CEO on its proposal and recommendations, and adopts the execution model whereby the remuneration committee makes recommendations to the Board for approval. The remuneration committee reviews and recommends to the Board for approval of the emoluments of the Directors. The executive Directors have reserved the authority to approve specific remuneration packages of senior management since the executive Directors have a better understanding of the level of expertise, experience and performance expected of the senior management in daily business operations.
Corporate Governance Committee
The Company established a corporate governance committee on March 23, 2012 with written terms of reference. The corporate governance committee is to assist the Board in performing the corporate governance duties as required under the Code. The corporate governance committee comprises two members, namely, the chairman of the Board and an executive Director, Mr. Sun Ho (as chairman of such committee), and the company secretary of the Company, Ms. Lee Wai Yan Vivian. The corporate governance committee is responsible for reviewing and monitoring the adequacy of the corporate governance guidelines of the Company and for recommending any proposed changes to the Board for approval. The corporate governance committee also reviews and monitors the training and continuous professional development of Directors and senior management of the Company, the Company’s policies and practices on compliance with legal and regulatory requirements, the code of conduct applicable to employees of the Group and the Directors, and the Company’s compliance with the Code and disclosure in this Corporate Governance Report and the ESG Report of the Company. Additionally, the corporate governance committee approves policies (including ESG-related or carbon reduction policies) and internal control systems to be monitored by the RMICC.
Risk management (“RM”) and internal control (“IC”) committee (“RMICC”)
Risk management (“RM”) and internal control (“IC”) committee (“RMICC”) was established on 1 January 2016 with written terms of reference. The RMICC is responsible for implementation of the RM and IC systems and reviewing of all relevant financial, operational, compliance controls, the adequacy of resources, staff qualifications and experience, training programmes and budget of the Group’s accounting, internal audit and financial reporting functions as well as those relating to the Company’s ESG performance and reporting. The RMICC comprises at least three members as follows: the chief executive officer of the Company (currently being Mr. Sun Ho, an executive Director) who shall act as the chairman of the RMICC; the chief financial officer/head of accounting department of the Group (currently being Mr. Chen Ji), and/or the company secretary of the Company (currently being Ms. Lee Wai Yan Vivian), who (or who together) shall be responsible for monitoring the overall RM and IC functions of the Group on an ongoing basis; and the head of internal audit department of the Group, who shall be responsible for carrying out internal audit on different operating units of the Group by rotation on an ongoing basis.
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