Our Company has established a remuneration committee with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph B.1 of the Corporate Governance Code. The remuneration committee consists of one executive Director, Mr. Wang Guohui, and two independent non-executive Directors, Mr. Guo Shaomu and Mr. Gong Ping. Mr. Guo Shaomu is the chairman of the remuneration committee. The primary duties of the remuneration committee include, but are not limited to, the following: (i) presenting recommendations to our Board on our policy and structure for all remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for development policy on such remuneration; (ii) determining the specific remuneration packages of all Directors and senior management; and (iii) reviewing and approving, if appropriate, performance-based remuneration by reference to corporate goals and objects resolved by our Board on a regular basis.
Our Company has established a nomination committee with written terms of reference in compliance with paragraph A.5 of the Corporate Governance Code. The nomination committee consists of one executive Director, Mr. Wang Guohui, and two independent non-executive Directors, Mr. Guo Shaomu and Mr. Feng Xiangqian. Mr. Fengis the chairman of the nomination committee. The primary functions of the nomination committee include, without limitation, reviewing the structure, size and composition of our Board, assessing the independence of our independent non-executive Directors and making recommendations to our Board on matters relating to the appointment of Directors.
Our Company has established an audit committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 and paragraph D.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules (the “Corporate Governance Code”). The audit committee consists of one non-executive Director, Mr. Ding Kui, and two independent non-executive Directors, Mr. Gong Ping and Mr. Feng Xiangqian. The chairman of the audit committee is Mr. Gong Ping who holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules. The primary duties of the audit committee are to assist our Board by way of providing an independent view of the effectiveness of the financial reporting process, internal control and risk management systems of the Group, overseeing the audit process, and performing other duties and responsibilities as assigned by our Board.
We have established the following three committees in our Board, namely, the Audit Committee, the Remuneration committee, the Nomination Committee. The committees operate with respective written terms of reference in compliance with the Corporate Governance Code.
