Executive Committee
Mr. Zhou Yuding (Chairman)
Mr. Zhu Dazhi
Mr. Xu Xiaobing
Mr. Jiang Kai

The EC is primarily responsible for assisting the Board to manage and oversee the Group’s operational and business expansion matters. To discharge its role and responsibility, the EC is supported by the head office, functional departments of the various business units and Senior Management of the Group.

The EC had adopted a set of delegation of authority (“DOA”) setting forth financial authorisation and approval limits for investments, acquisitions and disposals. Transactions falling outside the scope of DOA and where the value of a transaction exceeds these limits have to be approved by the Board. All material and significant matters are reported to the Board by the EC.

 

Audit Committee
Mr. An Hongjun (Chairman)
Mr. Yeo Guat Kwang
Mr. Zhong Ming

The AC, which has written terms of reference, performs the following delegated functions:

(1) To review with the external auditors: –

• the audit plan, including the nature and scope of the audit before the audit commences;

• their audit report; and

• their management letters and the Management’s response.

(2) To discuss with the external auditors any problems or concerns arising from their agreed-upon procedures, interim and final audits, and any other matters which the external auditors may wish to discuss;

(3) To ensure co-ordination where more than one audit firm is involved;

(4) To assess the adequacy and effectiveness of the internal control (including financial, operational, compliance, information technology controls and risk management) systems established by Management to identify, assess, manage, and disclose financial and non-financial risks;

(5) To monitor the scope and results of the external audit, its cost effectiveness and the independence and objectivity of the external auditors annually and give recommendations to the Board and the Company in a general meeting regarding the appointment, re-appointment or removal of the external auditors;

(6) To review and ensure that the assurance has been received from the EC (or equivalent) and the CFO (or equivalent) in relation to the interim/full year unaudited financial statement;

(7) To review the internal audit programme and ensure co-ordination between the internal auditors and external auditors and the Management;

(8) To review the quarterly, half-yearly and full year financial statements of the Company and of the Group, including announcements relating thereto, to shareholders, the SGX-ST and HKEXnews, and thereafter to submit them to the Board for approval;

(9) To review interested person transactions (as defined in Chapter 9 of the SGX-ST Listing Manual) and the connected transactions/continuing connected transactions (as defined in Chapter 14A of the Hong Kong Listing Rules) and report its findings to the Board;

(10) To undertake such other reviews and projects as may be requested by the Board or as the Committees may consider appropriate;

(11) To develop and implement policy on engaging an external auditor to supply non-audit services;

(12) To consider major investigation findings on risk management and internal control matters as delegated by the Board or on the committee’s own initiative, as well as management’s response to these findings;

(13) To ensure internal audit function is adequately resourced, independent of the activities it audits and has appropriate standing within the Company;

(14) To review the external auditor’s management letter in order to assess whether it is based on a good understanding of the Company’s business, and monitor the responsiveness of Management to the recommendations made (or the reasons why they have not been acted upon);

(15) To report to the Board on the matters in the HK CG Code;

(16) To review arrangements which employees of the Group can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters; to ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up actions;

(17) To oversee the Company’s relations with the external auditors;

(18) To undertake such other functions and duties as may be required by law or by the SGX-ST Listing Manual or by the Hong Kong Listing Rules, as amended from time to time; and

(19) To evaluate the external auditor’s independence.

Apart from the duties listed above, the AC is given the task of commissioning investigations into matters where there is suspected fraud or irregularity, or failure of internal controls or infringement of any law, rule or regulation which has or is likely to have a material impact on the Company’s operating results or financial position, and to review its findings.

 

Nominating Committee
Mr. Yeo Guat Kwang (Chairman)
Mr. Zhong Ming
Mr. An Hongjun

The NC’s role is to establish a formal and transparent process for:

• Reviewing and making recommendations to the Board on all candidates nominated for appointment to the Board of the Company and of its subsidiaries;

• Reviewing and recommending to the Board on an annual basis, the Board structure, size and composition, taking into account, the balance between Executive Directors, Non-Executive Directors and Independent Non-Executive Directors to ensure that the Board as a whole possesses the right blend of relevant experiences and core competencies to effectively manage the Company;

• Procuring that at least one-third of the Board shall comprise of Independent Non-Executive Directors;

• Identifying and making recommendations to the Board as to which Directors are to retire by rotation and to be put forward for re-election at each Annual General Meeting (“AGM”) of the Company, having regard to the Directors’ contribution and performance, including the Independent Non-Executive Directors;

• Reviewing the Board succession plans for Directors, in particular the appointment and/or replacement of the Chairman, the CEO and key management personnel and the progressive renewal of the Board;

• Assessing the independence of Independent Non-Executive Directors; and

• Proposing a set of objective performance criteria to the Board for approval and implementation, to evaluate the effectiveness of the Board as a whole and the contribution of each Director to the effectiveness of the Board.

The NC is responsible for identifying and recommending new Directors to the Board, after considering the necessary and desirable competencies. In selecting potential new Directors, the NC will seek to identify the competencies required to enable the Board to fulfil its responsibilities.

The NC may engage consultants to undertake research on, or assess, candidates applying for new positions on the Board, or to engage such other independent experts, as it considers necessary to carry out its duties and responsibilities.

Recommendations for new Directors are put to the Board for its consideration. New Directors are appointed by way of a Board resolution following which they are subject to re-election at the next AGM.

 

Remuneration Committee
Mr. Zhong Ming (Chairman)
Mr. Zhou Yuding
Mr. Yeo Guat Kwang
Mr. An Hongjun

All members of the RC are Non-Executive Directors and the majority of whom, including the Chairman of the RC is independent.

The RC recommends to the Board a framework for the remuneration of the Directors and key management personnel which is in line with the market in order to attract, motivate and retain talented individuals. The RC has full authority to engage external professional advice on matters relating to remuneration as and when the need arises. The Company did not engage any remuneration consultant during FY2020. The RC has full responsibility for ensuring the transparency and accountability of remuneration framework. No Director or any of his associates and key management personnel are involved in any decision-making relating to his own remuneration or compensation packages.

The key duties of the RC, inter alia, are:

• To review and submit its recommendations for endorsement by the Board, a framework of remuneration and the specific remuneration packages and terms of employment (where applicable) for each Director (including CEO) and key management personnel in consultation with the Chairman of the Board;

• To review the remuneration packages of Non-Executive Director which should be appropriate to the level of contribution, taking into account factors such as effort and time spent, and responsibilities of the Directors;

• To review the remuneration packages of the Directors and key management which should be comparable within the industry and in comparable companies and shall include a performance-related element coupled with appropriate and meaningful measures of assessing individual Directors’ and key management personnel’s performance;

• To review and approve compensation payable to Executive Directors and Senior Management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;

• To review and approve compensation arrangements (if any) relating to dismissal or removal of Directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate, in the interest of the Company;

• To ensure that no Director or any of his associates is involved in deciding his own remuneration;

• To review and approve annually the total remuneration of the Directors and key management personnel with reference to the Board’s corporate goals and objectives; and

• To review and submit its recommendations for endorsement by the Board, any long-term incentive schemes which may be set up from time to time and to do all acts necessary in connection therewith; and

• To review and/or approve matters relating to share schemes under Chapter 17 of the Hong Kong Listing Rules.

In reviewing the service agreements of the Executive Directors and key management personnel of the Company, the RC will review the Company’s obligations arising in the event of termination of these service agreements, to ensure that such service agreements contain fair and reasonable termination clauses which are not overly generous. The RC aims to be fair and avoids rewarding poor performance.

 

Risk and Investment Management Committee
Mr. Zhu Dazhi (Chairman)
Mr. Zhou Yuding
Mr. Xu Xiaobing
Mr. Jiang Kai
Mr. Yang Anyuan
Ms. Xu Xiaoqing

The RIMC and Management are responsible for designing, implementing and monitoring the risk management and internal control systems within the Group on an ongoing basis ensuing that a review of the effectiveness of the Group’s risk management and internal control systems has been conducted at least annually. Management regularly reviews the Group’s business and operational activities to identify areas of significant risks as well as appropriate measures to control and mitigate these risks. Any significant matters are highlighted to the Board and the AC for their deliberation.