Each specialist committee shall have the following basic responsibilities:
(1) Major responsibilities of
the audit committee are:
(i) to
propose the appointment or replacement of an external audit firm and to oversee the work of the external audit firm;
(ii) to oversee the Companys internal audit policy and the implementation thereof;
(iii) to ensure that the
internal audit function is adequately resourced and has the appropriate standing within the Company, and to review and monitor its effectiveness;
(iv) to be in charge of the communications between the Companys internal and external auditors;
(v) to review the
Companys financial reports and the disclosure thereof;
(vi) to review the Companys risk management and internal control system and submit to the board an annual
self-assessment report on the Companys risk management and internal control;
(vii) to discuss the risk management and internal control systems with management to ensure that
management has performed its duty to have effective systems. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the accounting, financial reporting and internal audit
functions;
(viii) to report and
to submit in order of importance to the board of any suspected fraud and non-compliance, risk management and internal control failures, or suspected violations of laws and regulations that comes to its
attention, and to review the results of internal investigations on suspected fraud and non-compliance, risk management and internal control failures and on activities in violation of laws or regulations on
financial reports;
(ix) to review the
major connected transactions;
(x) to review the arrangements made by the Company for the concerns raised by employees in
confidence about improprieties in financial reporting, risk management, internal control or other matters, and to ensure that the Company will conduct a fair and independent investigation of these matters and take appropriate follow-up action;
(xi) to formulate compliance reporting policies and systems to ensure that Company employees and other parties
in contact with the Company (such as customers and suppliers) can raise their concerns on any possible improper matter about the Company to the audit committee;
(xii) to consider major investigation findings on risk management and internal control matters as
delegated by the Board or on its own initiative and managements response to these findings; and
(xiii) to perform other duties and powers as assigned by the board.
(2) Major responsibilities of
the remuneration and appraisal committee are:
(i) to formulate a remuneration policy and an implementation scheme according to the main terms of
reference, duties and significance of the management positions of the directors and officers, as well as on the basis of the pay levels for the relevant positions at other relevant companies;
(ii) to carry out the remuneration
policy and the implementation scheme, which primarily comprise performance appraisal standards and procedures, a main evaluation mechanism, award and penalty regimes and standards, etc.;
(iii) to review and approve
the remuneration proposals for the management with reference to the Companys business goals and objectives set by the board;
(iv) to review the performance of duties by the directors and officers of the Company and to conduct annual
performance appraisals thereof;
(v) to review and approve compensation payable to executive directors and officers of the Company
for any loss or termination of office, or compensation arrangements in connection with the dismissal or removal of directors of the Company for misconduct to ensure that such compensation or compensation arrangements are consistent with contractual
terms or are otherwise fair and not excessive;
(vi) to ensure that no director or any of his directly interested parties thereof is involved in deciding his
own remuneration; and
(vii) to
perform other duties and powers as assigned by the board.
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