Investor Relations

Corporate Governance

Board of Directors

List of Directors and their Roles and Functions

The Board of Directors is responsible for performing the corporate governance functions, which shall include, without limitation, the following:

  • to develop and review the Company’s corporate governance policies and practices;
  • to review and monitor the training and continuous professional development of the Directors and senior management;
  • to review and monitor the Company’s policies and practices in relation to compliance with legal and regulatory requirements;
  • to develop, review and monitor the code of conduct applicable to the Directors and employees of the Group; and
  • to review the Company’s compliance with the Corporate Governance Code and the disclosure in the Corporate Governance Report as required under the Listing Rules

The Board has established 5 standing Board Committees – Audit Committee, Nomination Committee, Remuneration Committee, Executive Committee and Compliance Committee.


Audit Committee ("AC")
comprises the following Directors:

Ms. Hsu Wai Man Helen (Chairman)
Mr. Cui Yulei
Mr. Xu Jianwen

The AC is regulated by a written set of terms of reference and performs the following functions:

  1. reviewing significant financial reporting issues and judgments so as to ensure the integrity of the financial statements and any formal announcements relating to the Group's financial performance before their submission to the Board;
  2. reviewing the audit plans of the Company's external and internal auditors and the results of their examination;
  3. reviewing the co-operation given by the Group's officers to the external and internal auditors;
  4. reviewing adequacy and effectiveness of the Group's material internal controls, including financial, operational, compliance and information technology controls and risk management via reviews carried out by the internal auditors;
  5. reviewing the adequacy and effectiveness of the Group's internal audit function;
  6. nominating or recommending the nomination of the external auditors for appointment, re-appointment or removal;
  7. approving the remuneration and terms of engagement of the external auditors;
  8. reviewing the independence and objectivity of the external auditors at least annually; and
  9. reviewing interested person transactions.

Nomination Committee ("NC") comprises the following members:

Mr. Mr. Li Weiqi (Chairman)
Mr. Cui Yulei
Ms. Hsu Wai Man Helen
Mr. Xu Jianwen

The NC is regulated by a set of terms of reference and its role is to establish a formal and transparent process for:

  1. making recommendations to the Board on all Board appointments;
  2. the re-nomination of the Directors having regard to each Director's contribution and performance, including, if applicable, as an independent non-executive Director;
  3. determining annually whether or not a Director is independent; and
  4. deciding whether or not a Director is able to carry out and has adequately carried out his duties as a director.

Remuneration Committee ("RC") comprises the following members:

Mr. Cui Yulei (Chairman)
Ms. Hsu Wai Man Helen
Mr. Xu Jianwen

The RC's main duties are:

  1. to review and recommend to the Board for its decision a framework of remuneration and to determine and/or review the specific remuneration packages and terms of employment for each of the Directors and key executives, including those employees related to the executive Directors and controlling shareholders of the Group, if any, bearing in mind the need for a cautious comparison (in order to prevent the risk of an upward ratchet of remuneration levels with no corresponding improvements in performance) of pay and employment conditions of comparable companies in the same or similar industries, and to submit such recommendations for endorsement by the entire Board; and
  2. to carry out its duties in the manner that it deemed expedient, subject always to any regulations or restrictions that may be imposed upon the RC by the Board from time to time.

Executive Committee (“EC”) comprises the following members:

Mr. Li Weiqi (Chairman)
Mr. Wu Haipeng
Mr Yeung Shek Hin

The EC’s main duties are:

The main duties of EC are to handle and supervise the day-to-day administration, management and operation of the Group.

Compliance Committee ("CC") comprises the following members:

Ms. Hsu Wai Man Helen (Chairman)
Mr. Yeung Shek Hin
Mr. Cui Yulei
Mr. Xu Jianwen

The CC's main duties are:

The Compliance Committee is mainly responsible for formulating and monitoring the Group’s policies and practices on compliance with legal and regulatory requirements and assisting the Board to review the overall corporate governance functions of the Group. The members of the Compliance Committee shall comprise all the independent non-executive Directors and one executive Director who is responsible for compliance matters.
Other Files

Procedures for Shareholders to Propose a Person for Election as a Director


Dissemination of Corporate Communications

Please refer to our latest Annual Report for more information about corporate governance of the Company.

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