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Executive Committee
The Executive Committee is the decision-making body for day-to-day operation of the Group which currently comprises Mr. TIONG Kiew Chiong, Mr. LAM Pak Cheong and Mr. CHAN Yiu On . Mr. TIONG Kiew Chiong is the Chairman of the Executive Committee.
Its main duties include performing duties delegated by the Board of Directors and exercising the authorities and rights authorised by the same pursuant to the written guidelines.
Remuneration Committee
The Remuneration Committee currently has four members, namely, Mr. LAU Chi Wah, Alex, Mr. YU Hon To, David, Mrs. WONG HUNG Flavia Yuen Yee and Mr. TIONG Kiew Chiong. Except for Mr. TIONG Kiew Chiong who is an executive Director, the rest are all independent non-executive Directors. Mr. LAU Chi Wah, Alex is the Chairman of the Remuneration Committee.
Written terms of reference have been adopted by the Board of Directors in compliance with the Listing Rules and are available on both the Company¡¦s and the Stock Exchange¡¦s websites. The functions of the Remuneration Committee include, among other things:
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making recommendations to the Board of Directors on the Company¡¦s policy and structure for remuneration of the Directors and senior management;
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| (b) |
making recommendations to the Board of Directors on establishing a formal and transparent procedure for developing policy on remuneration; and
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| (c) |
making recommendations to the Board of Directors on the remuneration packages of individual executive Directors and senior management; and the remuneration of non-executive Directors. |
During the year, the Remuneration Committee has reviewed the remuneration policy and structure of the executive Directors and senior management of the Company. It has also reviewed the specific remuneration packages including the terms of employment and performance-based bonus of the Directors and senior management of the Company and offered recommendations on the same to the Board of Directors.
¡ETerms of Reference of Remuneration Committee
Nomination Committee
The Nomination Committee currently has four members, namely, Mrs. WONG HUNG Flavia Yuen Yee, Mr. YU Hon To, David, Mr. LAU Chi Wah, Alex and Mr. TIONG Kiew Chiong. Except for Mr. TIONG Kiew Chiong who is an executive Director, the rest are all independent non-executive Directors.Mrs. WONG HUNG Flavia Yuen Yee is the Chairman of the Nomination Committee.
Written terms of reference have been adopted by the Board of Directors in compliance with the Listing Rules and are available on both the Company¡¦s and the Stock Exchange¡¦s websites. The functions of the Nomination Committee include, among other things:
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reviewing the structure, size and composition of the Board at least annually and making recommendations on any proposed changes to the Board of Directors to complement the Company¡¦s corporate strategy;
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| (b) |
identifying individual suitably qualified to become Board members and selecting or making recommendations to the Board on the selection of individuals nominated for directorship; and
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assessing the independence of independent non-executive Directors. |
During the year, the Nomination Committee has reviewed and is of the opinion that the size, structure, board diversity and composition of the Board of Directors is adequate for the Company. It has also evaluated and recommended new nominee to the Board of Directors who was selected on merit basis and had been considered against objective criteria with due regard to the board diversity policy of the Company (¡§Board Diversity Policy¡¨). In addition, it has assessed the independence of independent non-executive Directors and concluded that all independent non-executive Directors have complied with the independence criteria under the Listing Rules.
¡ETerms of Reference of Nomination Committee
Audit Committee
The Audit Committee comprises all three independent non-executive Directors, namely Mr. YU Hon To, David, Mrs. WONG HUNG Flavia Yuen Yee and Mr. LAU Chi Wah, Alex. Mr. YU Hon To, David is the Chairman of the Audit Committee.
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acting as the key representative body for overseeing the relationship with the Company¡¦s external auditor;
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making recommendations to the Board of Directors on the appointment, re-appointment and removal of the external auditor;
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reviewing the financial information of the Group including monitoring the integrity of the Group¡¦s financial statements, annual report and accounts, half-year report, quarterly reports and reviewing significant financial reporting judgments contained therein; and
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reviewing and discussing the Group¡¦s financial controls, risk management and internal control systems with management to ensure that management has performed its duty to have effective systems. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the Group¡¦s accounting and financial reporting function.
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During the year, the Audit Committee has regularly met with the management and the external auditor and reviewed and made recommendations to the following matters:
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reviewed the audited financial statements , the interim report and the quarterly financial reports;
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reviewed and considered the report from the external auditor on the audit of the Group¡¦s financial statements;
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made recommendations to the Board of Directors for the appointment of the external auditor and reviewed the proposed audit fees;
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reviewed the external auditor¡¦s audit plan, audit strategy and scope of work for the year under review;
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reviewed the internal audit resource requirements, internal audit plan, internal audit reports, recommendations and management response;
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reviewed the continuing connected transactions entered into by the Group;
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reviewed the arrangement (including investigation and follow-up action) that employees of the Group to raise concerns about possible improprieties in financial reporting, internal control or other matters through the whistleblowing policy adopted by the Company; and
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reviewed the training programmes of the staff of the Group¡¦s accounting and financial reporting function.
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¡ETerms of Reference of Audit Committee
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