Composition

The Board currently comprises ten directors, including two executive directors, four non-executive directors and four independent non-executive directors.

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Role and function

The Board takes responsibility for the formulation of the overall strategy and the leadership and control of the Group such as the Group’s long term objectives and strategies, the approval of the Group’s corporate and capital structure, financial reporting and controls, internal controls and risk management, material contracts, communication with the shareholders, the Board membership and other appointments, remuneration of Directors and other senior management, delegation of authority to Board committees and corporate governance matters.

The Remuneration Committee is responsible for, among others, the determination, subject to the agreement with the Board, the framework or policy for the remuneration of the Chairman, Chief Executive Officer, the Executive Directors and such other members of the executive management as it is designated to consider. The Remuneration Committee shall also determine the total individual remuneration package of each Executive Director and other senior executives including bonuses, incentive payments and share options or other share awards within the terms of the agreed policy and in consultation with the Chairman and/or Chief Executive Officer as appropriate.

The Remuneration Committee currently comprises four members as follows:

• Andrew Y. YAN (Chairman)
• QIU Zhongwei
• WONG Man Chung, Francis
• KWAN Ming Heung, Peter

Terms of Reference

All members of the Audit Committee are Independent Non-executive Directors and are responsible for, among others, the integrity of the financial statements of the Group, reviewing the effectiveness of the Group’s internal controls and risk management systems, reviewing the effectiveness of the Group’s internal audit function in the context of the Group’s overall risk management system and oversight of the relationship with external Auditors.

The Audit Committee currently comprises four members as follows:

• HU Zhaoguang (Chairman)
• WU Jinglian
• WONG Man Chung, Francis
• KWAN Ming Heung, Peter

Terms of Reference

A well-designed internal control system is very important to the protection of the Group’s assets, the reliability of its financial statements, and its compliance with legislation and rules. As such, the Group is committed to establishing and maintaining a sound system of internal control system to provide reasonable, though not absolute, assurance against any serious misrepresentation or loss, and to manage, though not eliminate, any risk of serious mistakes regarding the operation system and the objectives of the Group. The Board of Directors also perceives its overall responsibility for the internal control, financial control and risk management of the Company, and will review its effectiveness from time to time.

The Group has an Internal Audit Department, which is responsible for the internal audit of the Group, independent assessment of risks, and internal control procedures and system, and reports its findings, with recommendations, to the Audit Committee on a quarterly basis.

The Internal Audit Department will assess the risks to which the Company is exposed, and formulate an audit plan on that basis annually, so as to ensure that the internal audit covers all areas of high risks. The audit plan will be submitted to the Audit Committee for approval. The scope of audit review is determined based on the risk assessment results. Special reviews will be conducted on matters which are of concern to the management or the Audit Committee.