Eager to implement the best practice of corporate governance, Sino-Ocean Group is raising operational transparency, protecting shareholders’ and stakeholders’ interests and enhancing value for shareholders. To this end, the Board set up the Audit Committee, the Nomination Committee, the Remuneration Committee and the Investment Committee.
The Audit Committee comprises five members, two of whom are non-executive directors and three are independent non-executive directors (INEDs). Members of the Audit Committee are: Mr. TSANG Hing Lun (the chairman of the committee), Mr. Zhao Lijun, Mr. YAO Dafeng, Mr. JIN Qingjun and Mr. SUEN Man Tak. The main duties of the Audit Committee are to audit and supervise the financial reporting procedures of the Group. The Audit Committee is also responsible for considering the appointment and remuneration of the auditors and any matters related to the removal and resignation of the auditors. In addition, the Audit Committee will also need to examine and inspect the effectiveness of the Group's internal control, including conducting the reviews on a regular basis in respect of the internal control over various corporate structures and business procedures, and considering its potential risks and its imminence, so as to ensure the effectiveness of the Company's business operations and to achieve the corporate objectives and strategies. The scope of such reviews covers finance, operation, regulations and risk management. The Audit Committee will also make regular reports and recommendations and proposals to the Board.
The Nomination Committee comprises four members, one of whom is executive director and three are independent non-executive directors (INEDs). Members of the Nomination Committee are: Mr. LI Ming (the chairman of the committee), Mr. HAN Xiaojing, Mr. WANG Zhifeng and Mr. SUEN Man Tak. The main duties of the Nomination Committee are to review the structure, size and composition of the Board and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy. The Nomination Committee is also responsible for identifying individuals suitably qualified to become board members and make recommendations to the Board on the selection of individuals nominated for directorships. In addition, the Nomination Committee will also make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors and on the appointment of members of the Board committees. The Nomination Committee will consider the nomination, appointment or dismissal of the Company’s senior management (except company secretary) by the CEO.
The Remuneration Committee comprises three members, all being INEDs, namely Mr. HAN Xiaojing (the chairman of the committee), Mr. WANG Zhifeng and Mr. SUEN Man Tak. The main duties of the Remuneration Committee are to make recommendations to the Board on the policy and structure for all directors’ and senior management’s remuneration and on the establishment of a formal, competitive and transparent procedure for developing remuneration system and policy. The Remuneration Committee is also responsible for determining the remuneration packages and incentive payments of executive directors and senior management and submitting proposed share option for executive directors to the Board for approval. The Remuneration Committee will also make recommendations to the Board on the remuneration of non-executive directors.
The Investment Committee comprises six members, four of whom are executive directors and two are independent non-executive directors (INEDs). Members of the Investment Committee are: Mr. LI Ming (the chairman of the committee), Mr. LI Hu, Mr. WANG Yeyi, Mr. LI Hongbo, Mr. TSANG Hing Lun and Mr. JIN Qingjun. The main duties of the Investment Committee are to consider, evaluate and review the Group's important project investments, acquisitions and disposals, to make recommendations and/ or proposals to the Board, and at the same time to conduct post-investment evaluations on investment projects, and to review and consider the Company's overall strategic directions and business development.
Articles of Association
Terms of Reference and Operating Rules of Audit Committee
Terms of Reference and Operating Rules of Nomination Committee
Terms of Reference and Operating Rules of Remuneration Committee
Terms of Reference and Operating Rules of Investment Committee