Board Committees


Board

The primary responsibility of the Board is to lead and control the Company and its business to ensure that the management’s actions are in the best interest of the Company.

The Board has established five Board Committees, namely, the Executive Committee, Audit Committee, Remuneration Committee, Nomination Committee and Risk Management Committee. Each Committee oversees certain particular aspects of the Group’s affairs in accordance with clearly defined written terms of reference.  Delegation of responsibilities by the Board to Board Committees is reviewed on a periodic basis to ensure that such delegation remains appropriate.  The Board and the Board Committees work under well-established corporate governance practices and well-defined scope of responsibilities which reinforce the duties and accountabilities of the directors in accordance with the requirements of the Listing Rules and other relevant statutory and regulatory requirements.

Terms of Reference for the Chairman and the Chief Executive Officer

Terms of Reference for the Board of Directors and the Management

Executive Committee

The Executive Committee provides leadership in the day-to-day running of the Group’s business. Being part of the management team, the Executive Committee holds its meetings on a regular basis.  All the members of this Committee are Executive Directors.

Terms of Reference for the Executive Committee

Audit Committee

The Audit Committee was established by the Board on 13 October 1999.  All the members of this Committee are Independent Non-executive Directors, with the Chairman possessing the appropriate professional qualifications or accounting or related financial management expertise as required by Rule 3.10(2) of the Listing Rules.

The main functions of the Committee are to review and monitor the relationship with the Company’s external auditors, to monitor the integrity of the Company’s financial information, and to oversee the Company’s financial reporting system and internal control procedures.

Terms of Reference for Audit Committee

Internal Audit Charter

 

Remuneration Committee

The Remuneration Committee (formerly known as the Compensation Committee) was formally established by the Board in March 2000.  A majority of the members of this Committee are Independent Non-executive Directors. 

The main functions of the Committee are to determine the remuneration policy for directors and senior management, and to determine the remuneration packages of individual executive directors and senior management of the Company.

Terms of Reference for Remuneration Committee

Nomination Committee

The Nomination Committee was formally established by the Board on 31 March 2005.  A majority of the members of this Committee are Independent Non-executive Directors.

The main functions of the Committee are to review the structure, size and composition of the Board and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy and to assess the independence of independent non-executive directors of the Company.

Terms of Reference for Nomination Committee

Risk Management Committee

The Risk Management Committee was formally established by the Board on 27 November 2009.  All the members of this Committee are Executive Directors.

The main functions of the Committee are to oversee the risk management activities of the Company and its subsidiaries, and to oversee and monitor the implementation of the Enterprise Risk Management Program and related initiatives.

Terms of Reference for Risk Management Committee