Board Committees

Audit Committee

The Audit Committee consists of three Independent Non-Executive Directors. The committee is responsible for considering and recommending to the Board the appointment, re-appointment and removal of the external auditors and approving their remuneration, reviewing the interim and annual financial statements, reviewing the Group’s financial controls, internal controls and risk management system and considering any findings of major investigations of internal control matters as delegated by the Board or on its own initiative and management’s response. The Audit Committee meets at least twice each year and when the need arises.

Compensation Committee

The Compensation Committee consists of the Chairman of the Board and three Independent Non-Executive Directors. An Independent Non-Executive Director acts as the Chairman of the committee. The Compensation Committee is responsible, amongst other things, to review and recommend to the Board the compensation packages of the executive directors and senior management, to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time; 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 determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company; and to ensure that no director is involved in deciding his/her own remuneration. The Compensation Committee meets at least once a year and when the need arises.

Nomination Committee

The Nomination Committee consists of the Chairman of the Board and three Independent Non-Executive Directors. An Independent Non-Executive Director acts as the Chairman of the committee. The Nomination Committee is required, amongst other things, to review the structure, size and composition of the Board and make recommendations on proposed changes to the Board as necessary, to identify individuals suitably qualified to become board members and select or make recommendations to the Board on the selection of individuals nominated for directorships, to assess the independence of independent non-executive directors, and to make recommendations to the Board on relevant matters relating to the appointment or re-appointment of directors and succession planning for directors in particular the Chairman and the Chief Executive Officer. The Nomination Committee meets at least once a year and when the need arises.

Corporate Governance Committee

The Corporate Governance Committee consists of three Independent Non-Executive Directors and one Non-Executive Director. An Independent Non-Executive acts as the Chairman of the Committee. The committee is responsible for reviewing and further developing the Group’s corporate governance policies and principles and the implementation thereof. The Corporate Governance Committee meets once a year and when the need arises.

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