irasia.com


See Corporation Limited
(Incorporated in Bermuda with limited liability)

Corporate Governance       


INTRODUCTION

The Group strives to maintain a high standard of corporate governance practices. It has established an Audit Committee to ensure proper reporting and adequate internal controls, with a majority of the committee members being independent non-executive directors. In addition, Remuneration Committee has been set up to ensure a formal and transparent procedure for setting policy on executive directors' remuneration and for the fixing the remuneration packages of executive directors and senior management. The Group is also committed to achieving a high level of transparency with the timely communication of information to shareholders and investors through different channels, including corporate web site, investor meetings, press conferences and financial reports.

List of Directors and their role and function

Procedures for Shareholders to propose a person for election as a director

Audit Committee

Remuneration Committee

Nomination Committee

Corporate Governance Committee


Audit Committee

Purpose

1. The purpose of the Audit Committee is to assist the Board in fulfilling its responsibilities with respect to the integrity of the financial statements and report and accounts of the Company, the independence, qualifications and performance of the Company's auditors, and compliance with legal and regulatory requirements. The Audit Committee is required to report to the Board on their decisions or recommendations on a regular basis, unless there are legal restrictions on their ability to do so.

Composition

2.The Audit Committee shall comprise Non-executive Directors only and shall consist of a minimum of three members, at least one of whom shall be an Independent Non-executive Director with appropriate professional qualifications or accounting or related financial management expertise as required from time to time by The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The majority of the Audit Committee members must be Independent Non-executive Directors. The Board shall appoint (or delegate to the Audit Committee the appointment of) one member of the Audit Committee (who must be an Independent Non-executive Director) as its Chairman.
 
3.A former partner of the Company's existing auditing firm is prohibited from acting as a member of the Audit Committee for a period of 1 year from the date of his ceasing:
(a) to be a partner of the firm; or
(b) to have any financial interest in the firm,
whichever is later.

Meetings

4.The Audit Committee shall meet at least three times annually, or more frequently if circumstances dictate, or act by unanimous written resolutions. Except in emergencies all papers for the meeting shall be sent to all Audit Committee members at least three working days before each meeting. The quorum shall be two members of the Audit Committee. All provisions of law and of the Company's Bye-Laws relating to proceedings of the Board shall apply mutatis mutandis to proceedings of the Audit Committee.

The Chairman (or in his or her absence, a member, who must be an Independent Non-Executive Director, designated by the Chairman) shall preside at all meetings of the Audit Committee. The Chairman shall, with the assistance of the Company Secretary or her nominee, be responsible for leadership of the Audit Committee, including scheduling meetings, preparing agendas and making regular reports to the Board.

Access

5.The Audit Committee shall have full access to other members of the Board and management. The Audit Committee shall meet separately, periodically, with management and with Company's auditors to discuss any matters that the Audit Committee believes are relevant to fulfilling its responsibilities. The Audit Committee may invite members of the Board, management or others to attend its meetings and provide pertinent information as appropriate.

Minutes

6.Full minutes of each Audit Committee meeting shall be kept by the Company Secretary of the Company. Draft and final versions of minutes of the meetings should be sent to all Audit Committee members for their comment and records within a reasonable time after the meeting.

Reports

7.The Audit Committee shall evaluate and assess the adequacy of the Terms of Reference of this Committee on an annual basis and recommend any proposed changes to the Board.

Authority

8. The Audit Committee shall have the authority to seek any information it requires to evaluate and assess the work of the Company's auditors.
 
9. The Audit Committee shall have the authority to obtain advice and assistance from internal, external or independent legal, accounting or other advisors at the expense of the Company.
 
10.The Audit Committee is authorised to conduct or originate investigations into any matters within its scope of responsibilities and all employees shall cooperate fully with the Audit Committee.
 
11.The Audit Committee shall be provided with sufficient resources to perform its duties.

Responsibilities and Duties

Annual Audit and Relationship with the Company's Auditors

12.The Audit Committee shall be primarily responsible for making recommendations to the Board on the appointment, reappointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and any questions of its resignation or dismissal. Where the Board disagrees with the Audit Committee's view on the selection, appointment, resignation or dismissal of the external auditors, the Company shall include in the Corporate Governance Report in the annual report a statement from the Audit Committee explaining its recommendation and the reasons why the Board has taken a different view.
 
13. The Audit Committee shall review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. It shall agree with the Board the Company's policies on hiring employees or former employees of the external auditor and monitoring the application of these policies. The Audit Committee shall consider whether there has been or appears to be any impairment of the auditor's judgment or independence for any audit. An auditor may be a shareholder but he cannot be a director, officer or employee of the Company during his term.
 
14.The Audit Committee shall discuss with the external auditor the nature and scope of the external audit and the reporting obligations, including the terms of the engagement letter, before the audit commences. The Audit Committee must consider and ensure it understands the factors considered by the external auditor in determining their audit scope.
 
15.The Audit Committee shall meet with the Company's auditors and senior management prior to the annual audit to discuss planning and staffing of the audit.
 
16. The Audit Committee shall develop and implement policy on 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 Audit Committee should report to the Board, identifying and making recommendations on any matters where action or improvement is needed.
 
17. The Audit Committee shall act as the key representative body for overseeing the Company's relations with the external auditor. The Audit Committee shall evaluate the cooperation received by the external auditor, including their access to all requested records, data and information, any change in the planned audit work and any restrictions placed on the scope of such work; obtain the comments of management regarding the responsiveness of the external auditor to the Group's needs; inquire of the external auditor as to whether there have been any disagreements with management which if not satisfactorily resolved would result in the issue of a qualified report on the group's financial statements; and discuss problems and reservations arising from audits, and any matters the external auditor may wish to discuss (in the absence of management where necessary).

Review of the Company's Financial Information

18.The Audit Committee shall monitor integrity of the Company's financial statements and annual reports and accounts, half-year reports, and if prepared for publication, quarterly reports, and to review significant financial reporting judgements contained in them. In reviewing these reports before submission to the Board, the Audit Committee should focus particularly on:
 
(i)any changes in accounting policies and practices;
 
(ii)major judgmental areas;
 
(iii)significant adjustments resulting from the audit;
 
(iv)the going concern assumptions and any qualifications;
 
(v)compliance with accounting and auditing standards; and
 
(vi)compliance with The Rules Governing the Listing of Securities on the Stock Exchange and legal requirements in relation to financial reporting.
 
19.Regarding paragraph 18 above :-
 
(i)Members of the Audit Committee shall liaise with the Board and senior management and the Audit Committee must meet, at least twice a year, with the external auditor; and
 
(ii)the Audit Committee shall consider any significant or unusual items that are, or may need to be, reflected in the report and accounts and it 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 auditors.

Oversight of the Company's Financial Reporting System, Risk Management and Internal Control Systems

20.The Audit Committee shall review the Company's financial controls, risk management and internal control systems. It shall discuss the risk management and internal control systems with management to ensure that management has performed its duty to have an effective internal control system. This discussion should include the adequacy of resources, accounting staff qualifications and experience, training programmes and budget of the Company's accounting and financial reporting function.
 
21.The Audit Committee shall consider major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and management's response to these findings.
 
22.Where an internal audit function exists, the Audit Committee shall ensure co-ordination between the internal and external auditors, and shall ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and shall review and monitor its effectiveness.
 
23.The Audit Committee shall review the group's financial and accounting policies and practices.
 
24. The Audit Committee shall review the external auditor's management letter, any material queries raised by the auditor to management about accounting records, financial accounts or systems of control and management's response; discuss with the external auditor any recommendations arising from the audit (if necessary or desirable in the opinion of the Audit Committee in the absence of management); and ensure that the Board will provide a timely response to the issues raised in the external auditor's management letter.
 
25.The Audit Committee shall 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 Committee about possible improprieties in any matter related to the Company.
 
26. The Audit Committee shall review arrangements by which employees can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters. It shall ensure proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action.
 
27.The Audit Committee shall consider other topics as the Board may request from time to time.
 
28.The Audit Committee shall approach the Board of significant developments in the course of performing the above duties.

General

29. The Audit Committee shall regularly report to the Board. It is not the duty of the Audit Committee to assure compliance with laws and regulations or to prepare financial statements, plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with any accounting principles. The Audit Committee shall monitor the integrity of the financial statements and report and accounts of the Company and shall be entitled to rely on (i) the judgment of those persons and organisations within and outside the Company that it receives information from and (ii) the accuracy of the financial and other information provided to the Audit Committee by such persons or organisations.
 
30. The Terms of Reference of this Committee shall be made available on the websites of the Stock Exchange and the Company.

Audit Committee:

Mr. Ho Tat Kuen (Chairman)

Mr. Ng Hoi Yue

Ms. Chan Sim Ling, Irene

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Remuneration Committee

The board of directors of the Company ("Board") has resolved to establish a Committee of the Board known as the Remuneration Committee ("Committee") on 26 October 2005 pursuant to the Corporate Governance Code as set out in Appendix 14 of the Listing Rules.

1.MEMBERSHIP
  
1.1The majority of the members of the Committee ("Members") shall be independent non-executive directors of the Company.
  
1.2The Chairman/Chairperson of the Committee shall be appointed by the Board and he/she shall be an independent non-executive director.
  
1.3The Company Secretary or her nominee shall act as the Committee's Secretary.

2.MEETINGS
  
2.1The Committee shall meet at least once a year.
  
2.2A quorum of the Committee shall be two Members.
  
2.3Proceedings of the Committee's meetings shall be governed by the Company's Bye-laws.
  
2.4At the invitation of the Committee, the Chairman/Chairperson of the Board and/or Managing Director(s), external advisers and other persons may be invited to attend all or part of any meeting.
  
2.5Only Members of the Committee are entitled to vote at the meetings.

3.DUTIES, POWER AND FUNCTION
 
3.1The Committee may consult the Chairman/Chairperson of the Board and/or Managing Director(s) and/or the Head of Human Resources Department about their proposals relating to the remuneration of executive directors and senior management.
 
3.2The Committee is authorised by the Board where necessary to have access to external professional advice. Arrangement to seek professional advice could be made through the Company Secretary.
 
3.3The Committee shall be provided with sufficient resources to discharge its duties.
 
3.4The Committee shall:-
 
 

3.4.1make recommendations to the Board on the Company's policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;
 
3.4.2review and approve the management's remuneration proposals with reference to the Board's corporate goals and objectives, the salaries paid by comparable companies, time commitment and responsibilities of the directors, employment conditions elsewhere in the Group and desirability of performance-based remuneration ;
 
3.4.3review and recommend to the Board on the remuneration of non-executive directors and the specific remuneration packages of all executive 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;
 
3.4.4review and recommend to the Board the compensation payable to executive directors and senior management in connection with any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;
 
3.4.5review and recommend to the Board the 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;
 
3.4.6ensure that no director or any of his / her associates is involved in deciding his/her own remuneration;
 
3.4.7advise shareholders on how to vote with respect to any service contracts of directors that require shareholders' approval under the Listing Rules;
 
3.4.8do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board; and
 
3.4.9conform to any requirement, direction and regulation that may from time to time be prescribed by the Board or contained in the constitution of the Company or imposed by legislation.
 

3.5The Chairman/Chairperson of the Committee, or in his/her absence, another member of the Committee shall attend the Company's Annual General Meetings and be prepared to respond to any shareholders' questions on the Committee's activities and their responsibilities.
 
3.6The Committee shall report to the Board on a regular basis. At the next Board meeting following a Committee's meeting, the Committee's Chairman/Chairperson shall report the Committee's findings and recommendations to the Board.

4.GENERAL
 
4.1The terms of reference of the Committee shall be made available on the websites of The Stock Exchange of Hong Kong Limited and the Company.
 
4.2In case of discrepancies or inconsistencies between the English and Chinese versions of this terms of reference, the English version shall prevail.
 
Note:"Senior management" should refer to the same category of persons as referred to in the Company's annual report and is required to be disclosed under paragraph 12 of Appendix 16 to the Listing Rules.

Remuneration Committee:

Mr. Ng Hoi Yue (Chairman)

Mr. Ho Tat Kuen

Mr. Wong Chi Fai

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Nomination Committee

The board of directors of the Company ("Board") has resolved to establish a Committee of the Board known as the Nomination Committee ("Committee") on 23 March 2012 pursuant to the Corporate Governance Code as set out in Appendix 14 of the Listing Rules.

1.MEMBERSHIP
 
1.1The Committee consists of three members ("Members"), the majority of which shall be independent non-executive directors.
 
1.2The Chairman/Chairperson of the Committee shall be appointed by the Board and he/she shall be an independent non-executive director or the Board Chairman/Chairperson.
 
1.3The Company Secretary or her nominee shall act as the Committee's Secretary.

2.MEETINGS
 
2.1Meetings of the Committee shall be held not less than once a year. Additional meetings shall be held as the work of the Committee demands.
 
2.2A quorum of the meeting shall be two Members.
 
2.3Proceedings of the Committee's meetings shall be governed by the Company's Bye-laws.

3.DUTIES, POWER AND FUNCTION
 
3.1The Committee shall be provided with sufficient resources and where necessary, to seek external independent professional advice, at the Company's expense, to perform its duties and responsibilities.
 
3.2The Committee shall :-
 
 
(a)review the structure, size and diversity (including without limitation, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service) of the Board at least annually; and make recommendations on any proposed changes to the Board to implement the Company's corporate strategy;
 
(b)determine the policy for the nomination of directors, identify and nominate individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships. In identifying suitable individuals, the Committee shall consider individuals on merit and against the objective criteria, with due regard for the benefits of diversity on the Board;
 
(c)assess the independence of independent non-executive directors and review the independent non-executive directors' annual confirmations on their independence; and make disclosure of its review results in the Corporate Governance Report;
 
(d)regularly review the time required for a Director to perform his / her responsibilities;
 
(e)review the Board Diversity Policy, as appropriate, and review the measurable objectives that the Board has set for implementing the Board Diversity Policy, and the progress on achieving the objectives; and make disclosure of its review results in the Corporate Governance Report annually;
 
(f)make recommendations to the Board on appointment, re-appointment, re-election or re-designation of directors and succession planning for directors, in particular the Chairman/Chairperson and the chief executive, taking into account the Company's corporate strategy and the mix of skills, knowledge, experience and diversity needed in the future;
 
(g)do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board; and
 
(h)conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the constitution of the Company or imposed by legislation.
 
3.3The Committee shall report to the Board on a regular basis. At the next Board meeting following a Committee's meeting, the Committee's Chairman/Chairperson shall report the Committee's findings and recommendations to the Board.

4.GENERAL
 
4.1The terms of reference of the Committee shall be made available on the websites of The Stock Exchange of Hong Kong Limited and the Company.
 
4.2In case of discrepancies or inconsistencies between the English and Chinese versions of this terms of reference, the English version shall prevail.

Nomination Committee:

Ms. Fan Man Seung, Vanessa (Chairman)

Mr. Ng Hoi Yue

Mr. Ho Tat Kuen

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Corporate Governance Committee

The board of directors of the Company ("Board") has resolved to establish a Committee of the Board known as the Corporate Governance Committee ("Committee") on 14 August 2015 pursuant to the Corporate Governance Code ("CG Code") as set out in Appendix 14 of the Listing Rules.

1.MEMBERSHIP
 
1.1The Committee consists of four members ("Members"), comprising an executive director, an independent non-executive director, a representative from finance and accounts function and a representative from company secretarial function, who may be appointed by the Board from time to time.
 
1.2The Chairman/Chairperson of the Committee shall be appointed by the Board.
 
1.3The Company Secretary or her nominee shall act as the Committee's Secretary.
 

2.MEETINGS
 
2.1 Meetings of the Committee shall be held not less than once a year.
 
2.2 A quorum of the meeting shall be three Members, one of which shall be an independent non-executive director.
 
2.3 Proceedings of the Committee's meetings shall be governed by the Company's Bye-laws.
 

3.DUTIES, POWER AND FUNCTION
 
3.1 The Committee is established to deal with matters in relation to corporate governance functions of the Company and should report back to the Board on its decisions or recommendations, unless there are legal or regulatory restrictions on its ability to do so.
 
3.2The Committee shall :-
 
(a) develop and review the Company's policies and practices on corporate governance and make recommendations to the Board;
 
(b)review and monitor the training and continuous professional development of directors and senior management;
 
(c) review and monitor the Company's policies and practices on compliance with legal and regulatory requirements;
 
(d)develop, review and monitor the code of conduct and compliance manua (if any) applicable to employees and directors;
 
(e)review the Company's compliance with the CG Code and disclosure in the Corporate Governance Report under the Listing Rules;
 
(f) do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board; and
 
(g) conform to any requirement, direction and regulation that may from time to time be prescribed by the Board or contained in the Company's constitution or imposed by legislation.
 
3.3The Committee shall report to the Board on a regular basis. At the next Board meeting following a Committee's meeting, the Committee's Chairman/Chairperson shall report the Committee's findings and recommendations to the Board.
 

4.GENERAL
 
4.1 The terms of reference of the Committee shall be made available on the websites of The Stock Exchange of Hong Kong Limited and the Company.
 
4.2In case of discrepancies or inconsistencies between the English and Chinese versions of this terms of reference, the English version shall prevail.
 

Note: "Senior management" should refer to the same category of persons as referred to in the Company's annual report and is required to be disclosed under paragraph 12 of Appendix 16 to the Listing Rules.

Corporate Governance Committee:

Ms. Fan Man Seung, Vanessa (Chairman)

Ms. Chan Sim Ling, Irene

A representative from finance and accounts function

A representative from company secretarial function

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updated 20th April, 2017


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