PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON OTHER THAN A RETIRING DIRECTOR FOR ELECTION AS A DIRECTOR
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
TERMS OF REFERENCE OF THE AUDIT COMMITTEE
TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE
TERMS OF REFERENCE OF THE NOMINATION COMMITTEE
LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS
Board of Directors
Our Board has established audit, remuneration and nomination committees, to which they have delegated various responsibilities. Our audit, remuneration and nomination committees assist our Board in discharging its duties and overseeing particular aspects of our activities.
We established an audit committee on 15th June 2021 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 of the Corporate Governance Code (“CG Code”) as set forth in Appendix 14 to the Listing Rules. The audit committee consists of three members, namely Dr. Chen Kevin Chien-wen, Ms. Katherine Rong Xin and Ms. Lu Mei, all of whom are our independent non-executive Directors. Dr. Chen Kevin Chien-wen is the chairman of the audit committee and possesses the appropriate professional qualifications or accounting or related financial management expertise as required under Rule 3.10(2) of the Listing Rules.
The primary duties of the audit committee are to provide an independent view of the effectiveness of our financial reporting, risk management and internal control systems, oversee our audit process, develop and review policies and perform other duties and responsibilities as assigned by the Board.
We established a remuneration committee on 15th June 2021 with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph B.1 of the CG Code as set forth in Appendix 14 to the Listing Rules. The remuneration committee consists of three members, namely Ms. Katherine Rong Xin, Ms. Zhou Qin and Dr. Chen Kevin Chien-wen. Ms. Katherine Rong Xin is the chairman of the remuneration committee.
The primary duties of the remuneration committee include, but are not limited to (i) establish, review and advise our Board on the policy and structure of remuneration to our Directors and senior management officers; (ii) establish a formal and transparent procedure for developing policies concerning such remuneration; (iii) determine the terms of remuneration packages for each Director and senior management officer; and (iv) review and approve performance-based remuneration by reference to corporate goals and objectives as resolved by our Directors from time to time.
We have established a nomination committee on 15th June 2021 with written terms of reference in compliance with paragraph A.5 of the CG Code as set forth in Appendix 14 to the Listing Rules. The nomination committee consists of three members, namely Ms. Lu Mei, Ms. Zhou Qin and Ms. Katherine Rong Xin. Ms. Lu Mei is the chairman of the nomination committee.
The primary duties of the nomination committee are to (i) review the structure, size and composition of our Board on a regular basis and make recommendations regarding any proposed changes to its composition; (ii) identify, select or make recommendations to our Board on the selection of nominees for directorship; (iii) ensure the diversity of our Board; (iv) assess the independence of our independent non-executive Directors; and (v) make recommendations to our Board on relevant matters relating to the appointment, re-appointment, removal and succession of our Directors.