The board of directors has established four committees, namely the Audit Committee, Compensation and Assessment Committee, Nomination Committee, and Strategy Committee, responsible for supervising the specific scope of affairs of the company. All board committees established by our company have specific written terms of reference in accordance with paragraph C.4 of the Corporate Governance Code, which clearly define their powers and responsibilities.
The main responsibilities of the audit committee are to review and supervise the financial reporting procedures of the company, including:
a)Provide recommendations to the board of directors on the appointment, replacement, and dismissal of external auditors, approve the remuneration and employment terms of external auditors, and handle all matters related to the resignation or dismissal of external auditors;
b)Review and monitor the independence and objectivity of external auditors and the effectiveness of audit procedures in accordance with applicable standards; The audit committee should discuss the nature and scope of the audit and related reporting responsibilities with external auditors before the start of the audit work;
c)Develop and implement relevant policies on hiring external auditors to provide non audit services;
d)Review the financial control, internal control, and risk management systems of our company;
e)Discuss risk management and internal control systems with management to ensure they fulfill their responsibilities and maintain effective risk management and internal control systems;
f)Supervise the internal audit system of the company and ensure its implementation;
g)Promote communication between the internal audit department and external auditors;
h)Review the audit letters issued by external auditors to management, the main questions raised by external auditors regarding accounting records, financial accounts or control systems, and management responses;
i)Review the financial and accounting policies and practices of the company;
j)Review the financial information and related disclosures of our company; and
k)Supervise the financial reporting system, risk management, and internal control system of our company.
The main responsibilities of the Salary and Assessment Committee include:
a)Provide recommendations to the board of directors on the compensation policy and structure for all directors, supervisors, and senior management personnel of the company, as well as on the establishment of formal and transparent procedures to formulate compensation policies;
b)Review and approve salary recommendations for senior management personnel in accordance with the company's policies and objectives set by the board of directors;
c)Provide recommendations to the board of directors on the remuneration and benefits of executive directors and senior management personnel, or determine the remuneration and benefits of executive directors and senior management personnel based on authorized responsibilities; Salary and benefits include in kind benefits, pension rights, and compensation amounts (including compensation for loss or termination of office or appointment);
d)Provide recommendations to the board of directors on the compensation of non-executive directors;
e)Consider the salaries paid by similar companies, the time and responsibilities paid, and the employment conditions for other positions within the group;
f)Review and approve the compensation to be paid to the executive director and senior management for their loss or termination of office or appointment, ensuring that such compensation is consistent with the terms of the contract; If it is not consistent with the contract terms, the compensation must also be fair and not excessive;
g)Review and approve compensation arrangements related to the dismissal or removal of directors due to improper behavior, ensuring that such compensation arrangements are consistent with the contractual terms; If it is not consistent with the contract terms, the compensation must also be fair and not excessive; and
h)Ensure that no director or any of their contacts are allowed to participate in determining their own compensation.
The main responsibilities of the Nomination Committee include:
a)Review the structure, number, and composition of the board of directors (including skills, knowledge, and experience) at least annually, and make recommendations for any changes proposed to the board of directors to align with the company's corporate strategy;
b)Identify individuals with suitable qualifications to serve as directors, select and nominate relevant individuals to serve as directors, and make recommendations to the board of directors on this matter;
c)Evaluate the independence of independent non-executive directors;
d)Develop and maintain a director nomination policy;
e)Develop and maintain a diversified policy for the board of directors, and regularly review and disclose this policy in corporate governance reports;
f)Annually review the time required for non-executive directors and independent non-executive directors to invest; and
g)Provide advice to the board on the appointment or reappointment of directors and succession plans.
The main responsibilities of the Strategy Committee include:
a)Research the long-term strategic development plan of our company and provide corresponding suggestions;
b)Research the main investment plan and propose corresponding suggestions for approval by the board of directors;
c)Research major capital and asset operation projects and propose corresponding suggestions for approval by the board of directors;
d)Review the annual investment plan of the company;
e)Research the main investment projects and propose corresponding suggestions for approval by the board of directors; and
f)Other responsibilities granted by the board of directors.