The Board, which is the decision-making body within the Company’s corporate governance structure, is accountable to the general meeting.
Duties of the Board
While it delegates authorities and responsibilities to the management for the purposes of managing day-to-day business operations of the Group, the Board is responsible for formulating operating plans and investment proposals, establishing management objectives, reviewing the performance of the company, evaluating the effectiveness of management strategies, formulating the Company’s profit distribution and losses recovery proposals, appointing or removing senior management of the Company and fixing their remunerations, deciding on the establishment of the Company’s internal management structure, formulating the Company’s basic management regime, and exercising proprietary powers.
Board of Directors members
Hou Xiaofeng
Chairman
Executive Director
Shao Lihua
non-executive
Directors
Yang Dongzhao
non-executive
Directors
Lin Feng
Independent
non-executive
Director
Xie Dong
Independent
non-executive
Director
Yang Wanhong
Independent
non-executive
Director
Independent Committees
Audit Committee
Our Board has established an Audit Committee in compliance with the Rules 3.21 and 3.22 of the Hong Kong Listing Rules. The primary duties of the committee will be to review and supervise the financial reporting process and internal control system of our Company and provide advice and comments to the Board. The Committee has five members including three independent Non-executive Directors, Mr. Xie Dong and Mr.Lin Feng, Mr. Yu Changchun, and two Non-executive Directors, Ms. Shao Lihua and Mr. Yang Dongzhao, among whom Mr. Xie Dong is chairman.
Remuneration Committee
We have set up a Remuneration Committee in accordance with the Code on Corporate Governance Practices in the Hong Kong Listing Rules. The committee considers and makes recommendations to the Board for approval of the remuneration and other benefits paid by us to Directors and members of our senior management. It also makes recommendations to the Board on our policy and structure for remuneration of our Directors and senior management, including the performance assessment criteria and incentive plans. It also has the duty to monitor the implementation of our remuneration system. The Committee has three members including two independent Non-executive Directors, Mr. Xie Dong and Mr. Lin Feng and Non-executive Directors, Ms. Shao Lihua, among whom Mr. Lin Feng is chairman.
Nomination Committee
The Board has set up a Nomination Committee in accordance with the Code on Corporate Governance Practices in the Hong Kong Listing Rules. The committee reviews the structure, size and composition (including skills, knowledge and experience) of our Board on a regular basis and makes recommendations to the Board of proposed changes. It assesses the independence of our independent non-executive Directors and makes recommendations to the Board on matters relating to appointment, re-appointment and succession planning for Directors. The Committee has three members including two independent Non-executive Directors, Mr. Lin Feng and Mr. Yu Changchun and Executive Director, Mr.Hou Xiaofeng, among whom Mr.Hou Xiaofeng is chairman.
Investment Review Committee
In October 2007,the Board of Directors set up an Investment Review Committee for high quality of investment decision-making. The Investment Review Committee is mainly responsible for reviewing the investment projects beyond the decision coverage of the Company’s management authorized by the Board, and proposing suggestion for the Board. The Committee has five members including three independent Non-executive Directors, Mr.Yu Changchun, Mr. Lin Feng and Mr. Xie Dong, and two Non-executive Directors, Ms. Shao Lihua and Mr. Yang Dongzhao, among whom Mr. Yu Changchum is chairman.
