Governance
The Directors recognise the importance of sound corporate governance and will, in so far as is practicable given the Company's size and the constitution of the Board, comply with the main provisions of the Combined Code: Principles of Corporate Governance and Code of Best Practice.
Board
The Board is responsible for formulating, reviewing and approving the Company's strategy, budgets and corporate actions. The Company holds Board meetings at least four to six times each financial year (of which at least four in China) and at other times as and when required.
Other Committees
The audit committee of the Company, comprising Robert Drummond, Ian Smith, Kitty Yang and West Li is chaired by Robert Drummond and meets at least twice a year. The audit committee is responsible for ensuring that the Group's financial performance is properly monitored, controlled and reported. It will also meet the auditors and review reports from the auditors relating to accounts and internal control systems. The audit committee will meet once a year with the auditors. The initial term of office is 3 years for Robert Drummond and Ian Smith. Further details of their letters of appointment can be found at paragraph 11 of Part VI of the admission document.
The remuneration committee of the Company, comprising Ian Smith, Robert Drummond and Matthew Ng is chaired by Robert Drummond and will set and review the scale and structure of the executive Directors' remuneration packages, including share options, bonus shares and the terms of their service contracts. Matthew Ng is not involved in discussions or decisions regarding the remuneration package of the Chief Executive. The remuneration and the terms and conditions of the non-executive Directors will be determined by the Directors with due regard to the interests of the Shareholders and the performance of the Group. The remuneration committee will also make recommendations to the Board concerning the allocation of share options to employees. The initial term of office is 3 years for Ian Smith and Robert Drummond. Further details of their letters of appointment can be found at paragraph 11 of Part VI of the admission document.
The nomination committee of the Company, comprising Robert Drummond and Ian Smith (both non-executive Directors) is chaired by Ian Smith and meets at least twice a year. The committee is responsible for ensuring an appropriate balance of experience and abilities on the board and will review annually the size and composition of the board, recommending any proposed changes to the board. The initial term of office is 3 years for Robert Drummond and Ian Smith. Further details of their letters of appointment can be found at paragraph 11 of Part VI of the admission document.
Model Code
The Company has adopted a model code for Directors' dealings which is appropriate for an AIM quoted company. The Directors will comply with Rule 21 of the AIM Rules for Companies relating to Directors' dealings and will take all reasonable steps to ensure compliance by the Group's applicable employees as well.