Members: Mr. FU Fan (chairman), Mr. HUANG Dinan, Ms. LU Qiaoling Mr. John Robert DACEY and Mr. CHIN Hung I David.
The primary duties of the Strategic and Investment Decision-Making Committee are, among others, to study and advise on the long-term development strategies of the Company and its subsidiaries; review the investment decision-making procedures and delegation mechanism as well as the management of insurance funds; study and advise on material investments decisions or proposals, material capital management projects and asset management projects.
Members: Ms. LAM Tyng Yih, Elizabeth (chairman),Mr. ZHOU Donghui,Ms. LO Yuen Man, Elaine and Mr. JIANG Xuping.
The main responsibilities and authority of the audit and related party transaction control committee in audit shall be as follows:
(1) to nominate external auditors, form opinions and make recommendations to the Board on the appointment (including reappointment), removal and remuneration of the external auditor, and to approve the remuneration and terms of engagement of the external auditors, and any issues relating to the resignation or dismissal of the external auditors. To urge the external auditors to be honest, trustworthy, diligent and responsible, strictly abide by the business rules and industry disciplinary regulations, and strictly implement the internal control system. The audit and related party transaction control committee shall make recommendations to the Board on the appointment or replacement of the external auditors, review the audit fees and employment terms of the external auditors, and shall not be improperly influenced by the substantial shareholders, de facto controllers or directors, supervisors and senior management of the Company. The audit and related party transaction control committee shall submit to the Board, on a regular basis (at least annually), a evaluation report of the performance of the external auditors engaged and a report on the fulfilment of the supervisory duties of the audit and related party transaction control committee; – 4 – (2) to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. The audit and related party transaction control committee should discuss with the external auditor the nature and scope of the audit and the reporting obligations before the audit commences. The audit and related party transaction control committee may also review and monitor the independence of the external auditors by any of the following channels: (i) checking all relationships between the Company and the external auditors (including non-audit services); (ii) obtain from the external auditor annually, information about policies and processes for maintaining its independence and monitoring compliance with relevant requirements, including those for rotation of audit partners and staff; and (iii) meet with the external auditor, at least annually, in the absence of the management of the Company, to discuss matters relating to its audit fees, any issues arising from the audit and any other matters the external auditor may wish to raise; (3) to develop and implement policy on the engaging an external auditor to supply non-audit services. For this purpose, “external auditor” includes any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party knowing all relevant information would reasonably conclude to be part of the audit firm nationally or internationally. The committee should report to the Board, identifying and making recommendations on any matters where action or improvement is needed; (4) to examine and advise the Board on the management regulations of the internal audit system of the Company; – 5 – (5) to monitor and evaluate the internal audit. To provide guidance to ensure the effectiveness of the internal audit system and to review and approve the annual plan and the budget for internal audit work of the Company and the human resources plan, and to make proposals to the Board and to be responsible for the regulation and implementation of such proposals once approved by the Board. To report to the Board on progress and quality of the internal audit and the material problems identified; (6) to assist in the communication between the internal and external auditors, to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit personnel is adequately resourced and has appropriate standing, and to review and monitor the effectiveness of the internal audit system; (7) to review the appointment or dismissal of finance responsible person of the Company; (8) to check and verify the Company’s financial and accounting reports, perform the extra duty of care, and prudently express professional opinions. To review the truthfulness, accuracy and completeness of the financial accounting reports, focus on significant accounting and auditing issues in the Company’s financial accounting reports, pay special attention to the possibility of fraud, malpractice and material misstatement in relation to the financial accounting reports, and oversee the rectification of issues in the financial accounting reports; (9) to review the Company’s accounting policies, changes in accounting estimates or correction of material accounting errors for reasons other than changes in accounting standards; – 6 – (10) to examine the financial information of and the disclosures made by the Company, including monitoring the integrity of the Company’s financial statements, financial and accounting reports, and the periodic reports and accounts, internal control evaluation reports, and to review significant financial reporting judgments contained in such statements and reports. Prior to submitting the annual reports and accounts, halfyear reports and quarterly reports to the Board, the audit and related party transaction control committee shall examine such reports and accounts and focus particularly on: (i) any changes in accounting policies and practices; (ii) major judgmental areas; (iii) significant adjustments resulting from audit; (iv) the going concern assumptions and any qualifications; (v) compliance with accounting standards; and (vi) compliance with the Listing Rules and other legal requirements in relation to financial reporting; (11) Regarding paragraph (10) above: (i) the audit and related party transaction control committee should liaise with the Board and senior management and the audit and related party transaction control committee must meet, at least twice a year, with the external auditor of the Company; (ii) the committee should consider any significant or unusual items that are, or may need to be, reflected in such reports and accounts and should give due consideration to any matters that have been raised by the Company’s staff responsible for the accounting and financial reporting function, compliance officer or external auditor; (12) to discuss with the external auditor on any issues and queries identified during the course of auditing the interim and annual accounts, and on any other matters that the external audit may wish to discuss (and where necessary, the discussion may be conducted in the absence of the management); – 7 – (13) to review the financial controls and to examine on a regular basis the financial control reports and the internal evaluation reports prepared by the internal audit department, to examine whether or not the internal control systems of the Company and its subsidiaries and branches respectively are scientific, reasonable and effective and to examine the implementation of such systems as well, to make recommendations on pursuing liability against any individual who is held responsible for any irregularity and to advice the Board on issues relating to financial control, internal control, risk and compliance and to give any recommendation on the relevant improvements; (14) to oversee the internal control system on an ongoing basis, and to ensure that a review of the comprehensiveness and effectiveness of the Company and its subsidiaries’ internal control system has been conducted at least annually, and such review should cover all material controls, including financial, operational and compliance controls; (15) To review the internal audit report of the Company, to appraise the results of the internal audit work, to supervise the implementation of remedial measures relating to major issues and to accept and handle in a timely manner any complaint in respect of major issues concerning internal controls; (16) to discuss the internal control system with management to ensure that the management has performed its duty to set up an effective internal control system. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget in the accounting and financial reporting functions; (17) to consider major investigation findings on internal control matters at the request of the management or on its own initiative and management’s response to these findings; (18) to examine, prior to submission to the Board for consideration, the representations in relation to the internal control system of the Company as contained in the annual report in advance; (19) to review the financial and accounting policies and practices of the Company and its subsidiaries; – 8 – (20) to review the letter of explanation issued by the external auditor to the management in connection with the audit, any material queries raised by the external auditor to management in respect of the accounting records, financial accounts or systems of control and the response of the management to such queries; (21) to ensure that the Board will provide a timely response to the issues raised in the external auditor’s letter of explanation to the management and in the management’s proposal; (22) to act as the key representative body for overseeing the Company’s relations with the external auditor; (23) subject to the laws or regulatory requirements, to fully report, within its scope of authority, its actions, decisions and recommendations to the Board and to maintain communication and cooperation with other special committees; (24) to review the following arrangements made by the Company: the staff of the Company may raise their concerns about possible improprieties in financial reporting, internal control or other matters. The audit and related party transaction control committee shall ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action; (25) to establish a whistleblowing policy and system for employees and those who deal with the Company (e.g. customers and suppliers) to raise concerns, in confidence, with the audit and related party transaction control committee about possible improprieties in any matter related to the Company; (26) to provide its opinion on the due diligence and performance evaluation of the internal audit personnel; (27) to listen to the reports on the progress of the audit work given by the person in charge of the audit on a quarterly basis and to evaluate the work carried out by such person and advise the Board; (28) to report to the Board on the matters set out in the Corporate Governance Code under the Hong Kong Listing Rules; – 9 – (29) to issue a written opinion on the independence of the external auditors selected and appointed to perform the audits of the Company’s directors and senior management; (30) to handle any other matters as required by the regulatory authorities, stipulated in the Articles of Association and authorized by the Board.
Members: Ms. LIU Xiaodan (chairman), Mr. WANG Tayu, Mr. CHIN Hung I David and Mr. JIANG Xuping.
The main responsibilities and authority of the nomination and remuneration committee are as follows: (1) to make recommendations to the Board on the policies and structure for managing the remuneration and performance of all directors and senior management (including but not limited to the criteria, procedure and system for performance appraisal), and on the formulation of a formal and transparent procedure for setting policies and establishing framework for remuneration and performance management; – 4 – (2) to determine, with delegated responsibility, the remuneration packages of all directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the Board on the remuneration of non-executive directors, having considering the salaries paid by comparable companies, time commitment and responsibilities, and employment conditions elsewhere in the group; (3) to make recommendations to the Board on the formulation or modification of the equity incentive scheme and employee stock ownership plan, the grant of interests to the participants and the fulfilment of the conditions for exercise of interests; (4) to make recommendations to the Board on the arrangement of the shareholding plan of directors and senior management in the proposed spin-off subsidiary; (5) by reference to the corporate guiding principles, goals and objectives formulated by the Board, to assess and appraise the performance of their duties for the directors and senior management and conduct their annual appraisals as well as to examine and approve performance-based remuneration; (6) to make recommendations to the Board on the total annual remuneration/allowance of all directors and senior management of the Company; (7) to review and approve the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is consistent with relevant contractual terms and are otherwise fair, reasonable and not excessive; (8) to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate; – 5 – (9) on the basis of the operating activities, asset scale and shareholding structure of the Company, review the structure, number of members and composition of the Board annually (including skills, knowledge, and experience, and the Board diversity considerations mentioned in Chapter 3 of the Terms of Reference), and to make recommendations on any proposed change to the Board to complement the corporate strategy of the Company; (10) to examine the system for selecting directors and senior management and make recommendations to the Board; (11) to identify individuals suitably qualified to be directors and select or make recommendations to the Board on the selection of individuals nominated for directorships; (12) to assess the independence of independent non-executive directors; (13) to make recommendations to the Board on relevant matters relating to the nomination, appointment, removal or reappointment of directors and succession planning for directors in particular the chairman and the president; (14) to examine candidates nominated by the chairman of the Board for the position of the secretary to the Board, candidates nominated by the chairman of the Board or the audit committee for the position of officer responsible for auditing and candidates nominated by the president for the positions of other senior management, and to make recommendations to the Board; (15) to examine candidates for the positions of senior management that require nomination or dismissal of the Board, and make recommendations accordingly; (16) to review the terms of the employment agreements of directors from time to time; (17) to report to the Board on its acts, decisions and proposals so that the Board may have a comprehensive understanding of them, unless the relevant laws or regulatory requirements place limits on such report; – 6 – (18) to ensure that no director or any of his associates is involved in deciding his own remuneration; the remuneration of nonexecutive directors who act as member of the nomination and remuneration committee shall be determined by other members of the nomination and remuneration committee; (19) to review the Board diversity policy mentioned in Chapter 3 of the Terms of Reference whenever appropriate to ensure effective implementation and, upon discussion, to make recommendations to the Board on amendments to the said policy; such recommendations shall take effect upon approval by the Board; (20) to review and/or approve matters relating to share schemes as described in Chapter 17 of the Hong Kong Listing Rules; and (21) to handle any other matters as required by the regulatory authorities, stipulated in the Articles of Association and authorized by the Board. If the Board does not adopt or does not fully adopt the recommendations of the nomination and remuneration committee, it shall record the opinions of the nomination and remuneration committee and the specific reasons for non-adoption in the resolution of the Board and disclose the same.
Members:Mr.ZHAO Yonggang (chairman), Mr. WANG Tayu, Ms. LAM Tyng Yih,Elizabeth and Ms. LO Yuen Man, Elaine.
The primary duties of the Risk Management and Related Party Transactions Control Committee are, among others, to make recommendations to the Board with respect to the overall objective, basic policies and work rules of risk management; make recommendations to the Board with respect to the risk evaluation for major decisions and solutions for significant risks; review the management system for insurance funds management; advise the Board on the SAA plan, annual investment plan and investment guidelines and their adjustments; make recommendations to the Board with respect to the coordination mechanisms for product design, sales and investment and their performance discuss risk management system with the management to ensure that effective risk management system is established; conduct research on important findings of risk management issues; conduct solvency management; conduct risk management for subsidiaries; identify and maintain relations with related parties; manage, review, approve related party transactions; conduct risk control of related party transactions; verify material related party transactions; and carry out regular filing of general related party transactions, etc.
Members: Mr. JIANG Xuping(chairman), Mr. CHEN Ran, Mr. ZHOU Donghui and Mr.ZHAO Yonggang.
The primary duties of the Technological Innovation and Consumer Rights Protection Committee are, among others, to review the Company’s technological innovation and data management strategy and plans, and overall work objectives; urge the Company’s management to establish an effective technological innovation operation system; guide and supervise the establishment and improvement of the consumer rights protection work management system; carry out research on major issues in the field of technological innovation and consumer rights protection.
