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Board Committees
The Board governs through a number of Board Committees, i.e., the Audit, Remuneration, Nomination and Independent Non-Executive Directors Committees, to which certain duties and responsibilities are delegated. These Committees operate under clearly defined terms of reference and the outcome of the Committee meetings are reported to the Board. The effectiveness of the Audit, Remuneration and Nomination Committees is underpinned by a majority of Independent Non-Executive Director membership, which provides independent insight on governance matters.
Audit Committee
The Audit Committee was established on 20 August 2006. It comprises four (4) members and is chaired by Mr. Fung Ka Pun, an Independent Non-Executive Director. Other members of the Audit Committee are Mr. David William Oskin and Mr. Tan Li Pin, Richard, who are also the Independent Non-Executive Directors, and Mr. Chan Hua Eng, a Non-Executive Director. The audit committee was established to review and supervise the financial reporting process and internal control system of the Company, to nominate the appointment, reappointment and removal of external auditors, to monitor external auditors' independence and to provide advice and comments to the Board.
Remuneration Committee
The Remuneration Committee was established on 20 August 2006. It comprises three (3) members, namely Mr. David William Oskin (Chairman of the Committee) and Mr. Fung Ka Pun, who are the Independent Non-Executive Directors, and Mr. Yaw Chee Ming, who is an Executive Director. The primary duties of the Committee include, amongst others, evaluating the performance and determining the specific remuneration packages of all Executive Directors and senior management by reference to corporate objectives and goals, recommending to the Board the remuneration of Non-Executive Directors and advising shareholders on the reasonableness of the terms of Executive Directors' service contracts.
Nomination Committee
The Nomination Committee was established on 20 August 2006. It comprises three (3) members namely Mr. Tan Li Pin, Richard (Chairman of the Nomination Committee) and Mr. Fung Ka Pun, who are the Independent Non-Executive Directors, and Mr. Chan Hua Eng, who is a Non-Executive Director. The primary duties of the Committee include, amongst others, to review the structure, size and composition of the Board on a regular basis, and to identify, select or make recommendations to the Board on the selection of individuals nominated for directorships.
Independent Non-Executive Directors Committee
The Independent Non-Executive Directors Committee ("INED Committee") comprised of Mr. David William Oskin as the Chairman and, Mr. Fung Ka Pun and Mr. Tan Li Pin, Richard as members. The primary duties of the committee include, amongst others, to review on a quarterly basis, whether or not to exercise any of the call options granted to the Company in respect of the Remaining Businesses held by the Controlling Shareholders of the Company under the Call Options agreement and whether or not to pursue or decline any investment or other commercial opportunity referred to the Company by the Controlling Shareholders of the Company under the Non-Competition Agreement entered into between the Company and the Controlling Shareholders. The Committee has also to review on a quarterly basis, the continuing connected transactions carried out by the Company.
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Terms and Conditions 