Board Committees
Audit Committee
The Audit Committee currently comprises three non-executive Directors and is chaired by Michael Kim Hung Yuen, who is a fellow of the Association of Chartered Certified Accountants and possesses the relevant financial experience. The Committee members are Michael Kim Hung Yuen, John Campbell Robertson and Anthony John Williams.
The terms of reference for the Audit Committee, which have been agreed by the Board and are available to shareholders on request, provide that it will receive and review reports from the Company’s management and the auditors relating to the annual and interim accounts and the Company’s accounting and internal control systems. The terms of reference also provide for the audit committee to have unrestricted access to the Company’s auditors.
Nomination Committee
The Nomination Committee currently comprises four non-executive Directors and is chaired by John Campbell Robertson. The Committee members are John Campbell Robertson, Sandy Chun-Kwan Chim, Michael Kim Hung Yuen and Anthony John Williams.
The terms of reference for the Nomination Committee provide that it will regularly review the structure, size and composition required of the Board, give full consideration for succession planning for Directors and other senior executives and be responsible for identifying and nominating candidates to fill board vacancies. Nomination Committee meetings are now held in combination with Remuneration Committee meetings, as appropriate.
Remuneration Committee
The Remuneration Committee currently comprises four non-executive Directors and is chaired by Anthony John Williams. The Committee members are Anthony John Williams, Sandy Chun-Kwan Chim, Michael Kim Hung Yuen and John Campbell Robertson.
The terms of reference for the Remuneration Committee provide that it will review the scale and structure of the Company’s executive Directors’ remuneration and the terms of their service contracts. The remuneration and terms and conditions of appointment of the Company’s non-executive Directors will be set by the Board. No Director may participate in any meeting at which discussion or any decision regarding his remuneration takes place. The Remuneration Committee also administers the Company’s share option scheme.