I
annual report 2014
26
2.
STRENGTHEN COMPOSITION (cont’d)
2.2 Board Committees
The Board has established several board committees to assist the Board in discharging its duties and
responsibilities, comprising an Audit Committee, a Nomination Committee, a Remuneration Committee and
a Risk Management Committee (collectively referred to as “Board Committees”).
The Board Committees operate within their respective clearly defined terms of reference to assist in the effective
functioning of the Board. The functions and terms of reference of the respective Board Committees, as well as
authority delegated by the Board to these committees, are reviewed from time to time to ensure they remain
relevant and are up to date.
The Board Committees deliberate matters within their operating parameters in greater details and report to
the Board on matters deliberated together with their recommendations. Nevertheless, final decisions on all
matters are subject to the Board’s collective approval.
Audit Committee
The composition of the Audit Committee and a summary of its activities are set out in the “Audit Committee
Report” section of this Annual Report.
Nomination Committee
The Nomination Committee comprises exclusively Independent Non-Executive Directors, the Chairman of
which is the Senior Independent Non-Executive Director in compliance with Recommendation 2.1 of the
MCCG 2012. The Nomination Committee is empowered by the Board through its terms of reference (which is
published under the Company’s corporate website) to carry out the following functions:
(a)
Assess and select/ nominate or recommend strong and capable candidates to serve on the Board.
(b)
Review the size, composition, structure, operations, performance and effectiveness of the Board and to
recommend to the Board any adjustment deemed necessary.
(c)
Make recommendations to the Board in relation to the Company’s succession planning process, in
particular, for the Chairman and Executive Directors.
(d)
Lead the Board in its annual review of the Board’s performance.
(e)
Develop, maintain and review the criteria to be used in the recruitment process and annual assessment
of directors.
(f)
Consider issues involving possible conflicts of interest of directors.
(g)
Perform such other functions as the Board may from time to time assign to the Committee.
(h)
Enhance the assessment criteria of the Directors, especially on the assessment of the Independent
Directors.
(i)
Develop, promote and facilitate achievement of board gender diversity.
Statement on Corporate Governance (Cont’d)
