Corporate Governance



ARTICLES OF ASSOCIATION


BOARD OF DIRECTORS
The Board currently consists of eight directors, comprising four executive directors, one non-executive director and two independent non-executive directors.

Executive Directors:
Mr. Chen Yong
Mr. Chen Yunfei
Ms. Guo Huawei
Mr. Yang Jinming

Non-executive Directors:
Ms. Janine Junyuan Feng

Independent Non-executive Directors: 
Dr. Liu Guoen
Mr. Chong Yat Keung


BOARD COMMITTEE
We have established the following committees, including Audit Committee, Nominee Committee, Remuneration Committee. The committees perform their duties authorized by the Board of Directors. 

Audit Committee:

The audit committee currently comprises of three Directors: Mr. Chong Yat Keung and Ms. Janine Junyuan Feng. 


The primary responsibilities include reviewing and supervising our financial reporting procedures, including proposing on appointing or changing the external auditors, supervising internal audit system and implementation, the communication between the internal auditors and external auditors, auditing the financial information and its disclosure, reviewing internal control system and auditing the significant connected transactions, nominating the principals of the internal audit department, other matters that the Board of Directors has authorized it to deal with. 


Nomination Committee
The nomination committee currently comprises of Mr. Chen Yong (chairman), Mr. Chong Yat Keung and Ms. Janine Junyuan Feng.

The primary responsibilities of the nomination committee include preparing the procedures and criteria for determining the candidates for the directors and senior management of the Group, and conducting preliminary review on their qualification and credentials, including proposing to the Board on its size and composition in accordance with the Group’s operating results, assets and shareholding structure, reviewing the procedures and criteria for determining the candidates for the directors and general managers of the Group and making proposals to the Board of Directors, looking widely for the qualified candidates for the directors and managers, reviewing and making proposals on the candidates for the other senior management such as the vice general managers and chief accountant, on which the Board of Directors need to resolve, other matters that the Board of Directors has authorized it to deal with. 


Remuneration Committee
The remuneration committee currently comprises of three Directors: Mr. Chong Yat Keung(chairman), Dr. Liu Guoen and Ms. Janine Junyuan Feng. 
The primary duties of the remuneration committee include formulating the criteria for and conducting assessment on the directors and senior management as well as determining and reviewing the remuneration policies and plans for the directors and senior management, including formulating remuneration plans and proposals in accordance with the terms of reference of the directors and senior management and the importance of their positions as well as the remuneration benchmarks for the relevant position in the other comparable companies, the remuneration plans and proposals, including but not limited to criteria, procedures and main assessment system for performance assessment, main proposals and regulations on award and punishment, reviewing the performance of the directors and senior management and conducting annual assessment on their performance and results, supervising the implementation of the remuneration policies of the Group, other matters that the Board of Directors has authorized it to deal with. 

Copyright © 2016 All Rights Reserved