Corporate Governance Code

The Board and management of the Company are committed to enhancing corporate governance standard and ensure that the Group’s business and decision making processes are regulated in a proper and prudent manner, in compliance with all relevant code provisions as set out in the Corporate Governance Code (the “Code”) in Appendix 14 of the Listing Rules.

The Board

The Directors, individually and collectively, are committed to act in good faith in the best interests of the Company and its shareholders. As at the date of this report, the Board comprised three executive Directors, two non-executive Directors and three independent non-executive Directors.

Audit Committee

The Company has established an Audit Committee in compliance with the Rule 3.21 of the Listing Rules. The audit committee oversees the financial reporting process, risk management and internal control system of the Company. The management of the Company is responsible for the preparation of the Group’s financial statements while the external auditor is responsible for auditing the Group’s financial statements. Members of the audit committee assist the Board in fulfilling its responsibilities by providing an independent review of the financial statements, supervising the Company’s system of financial reporting and internal control. The audit committee presents a report to the Board on its findings after each audit committee meeting.

Nomination Committee

The Company has established a nomination committee with terms consistent the Code Provisions A.5.1 to A.5.6. The written terms of reference of the nomination committee have included the duties as set out in the relevant Code Provisions.
The Nomination Committee holds meeting at least once a year. The Nomination Committee, among other things, review the composition of the Board, consider the independence of the Independent Non-executive Directors, the retirement of directors and the resignation and the appointment of the Independent Non-executive Directors.

Remuneration Committee

The Company has established a remuneration committee to deal with matters of remuneration and compensation arrangement of Directors and senior management.
The terms of reference of the Remuneration Committee follow the guidelines set out in the Code and it is mainly responsible for making recommendations to the Board on the Company’s policy for the remuneration of Directors and senior management. The Remuneration Committee shall meet at least once a year.

Investment and Management Committee

The principal role and function of the IMC includes act as a delegate for the Board generally; make decisions and resolutions, and to exercise all powers of the Board on all matters of the Group in relation to its daily operation and investment activities; and make recommendations to the Board concerning matters of corporate significance not otherwise dealt by any other committees of the Board.