Members: Mr. FU Fan (chairman), Mr. HUANG Dinan, Ms. LU Qiaoling, Mr. John Robert DACEY and Mr. CHIN Hung I David.
The primary duties of the Strategic and Investment Decision-Making Committee are, among others, to study and advise on the long-term development strategies of the Company and its subsidiaries; review the investment decision-making procedures and delegation mechanism as well as the management of insurance funds; study and advise on material investments decisions or proposals, material capital management projects and asset management projects.
Members: Ms. LAM Tyng Yih, Elizabeth(chairman),Ms.Wang Yuhua,Ms.Chen Xin,Mr. ZHOU Donghui, Ms. LO Yuen Man, Elaine and Mr. WONG Hin Wing.
The primary duties and authorities of the Audit and Related Party Transaction Control Committee regarding audit matters are as follows: (1) Nominating the external auditor, forming deliberative opinions and providing recommendations to the Board on the appointment (including reappointment), dismissal, and remuneration of the external auditor; approving the remuneration and engagement terms of the external auditor; and handling matters related to the resignation or dismissal of the external auditor. The Committee shall urge the external auditor to act with integrity, diligence, and due care, strictly abide by business rules and industry self-regulatory norms, and rigorously implement internal control systems. The Committee shall make recommendations to the Board regarding the engagement or replacement of the external auditor, review the audit fees and engagement terms of the external auditor, and shall not be unduly influenced by the Company’s major shareholders, actual controllers, directors, or senior management; The Committee shall submit a report to the Board on a regular basis (at least annually) evaluating the performance of the appointed external auditor and a report on the Committee’s own performance of its supervisory duties;(2) Reviewing and monitoring, against applicable standards, the independence, objectivity of the external auditor, and the effectiveness of its audit procedures. Prior to the commencement of the audit, the Committee shall discuss with the external auditor the nature, scope, and reporting responsibilities of the audit. The Committee shall review and monitor the independence of the external auditor through the following means: (i) verifying all relationships (including non-audit services) between the Company and the external auditor; (ii) requesting information annually from the external auditor regarding the policies and procedures it has adopted to maintain its independence and monitor compliance with relevant rules, including those concerning the rotation of audit partners and staff; and (iii) meeting with the external auditor at least once a year without management present to discuss matters relating to the auditor’s fees, any issues arising from the audit work, and any other matters the auditor wishes to raise. (3) Formulating and implementing a policy regarding the provision of non-audit services by the external auditor. For the purposes of this paragraph, “external auditor” includes entities under the same control, ownership, or management as the entity directly responsible for the audit, as well as entities that can reasonably be considered part of its domestic or international practice. The Committee shall report any necessary actions or areas for improvement to the Board and make recommendations; (4) Reviewing the Company’s internal audit management system and making recommendations to the Board;(5) Supervising and evaluating internal audit work. The Committee shall guide the effective operation of the Company’s internal audit function, review the Company’s annual internal audit plan, internal audit budget, and human resources plan, and make recommendations to the Board. Following the Board’s approval, the Committee shall oversee the implementation of these plans. The Committee shall review internal audit work reports, evaluate the results of internal audit work, urge rectification of major issues, promptly handle and address complaints regarding significant problems with internal controls, and review and monitor the effectiveness of the internal audit system. The Committee shall report to the Board on the progress, quality, and significant findings of internal audit work; (6) Facilitating communication between internal and external auditors to ensure coordination of their work and to ensure that internal audit personnel have sufficient resources and appropriate status within the Company; (7) Reviewing the appointment or dismissal of the Company’s Finance Responsible Person; (8) Verifying and validating the Company’s financial statements, exercising special duty of care, and prudently issuing professional opinions. The Committee shall review the truthfulness, accuracy, and completeness of the financial statements, with a particular focus on significant accounting and auditing issues, and pay special attention to the possibility of fraud, misrepresentation, or material misstatement related to the financial statements, and supervise the rectification of any identified issues; (9) Reviewing changes to the Company’s accounting policies or accounting estimates, or corrections of material accounting errors, made for reasons other than changes in accounting standards;(10) Reviewing the Company’s financial information and disclosures, including examining the completeness of the Company’s financial statements, financial reports, periodic reports, accounts, and the Internal Control Evaluation Report. Prior to submission to the Board, the Committee shall review the Company’s annual, interim, and quarterly reports and accounts, paying particular attention to the following matters: (i) (ii) changes in accounting policies and practices; significant judgments; (iii) material adjustments arising from the audit; (iv) the going concern assumption and any qualifications; (v) compliance with accounting standards; and (vi) compliance with the financial reporting requirements of the laws and listing rules of the Company’s listing jurisdictions; (11) With regard to the preceding paragraph (10): (i) The Committee shall liaise with the Board and senior management. The Committee shall meet separately with the Company’s external auditor at least twice a year; (ii) The Committee shall consider significant or unusual matters reflected or requiring reflection in such reports and accounts, and shall give due consideration to any matters raised by the Company’s accounting and financial reporting staff, the head of internal control, or the external auditor; (12) Discussing with the external auditor issues and concerns identified in the audit of interim and annual accounts, as well as any other matters the external auditor wishes to discuss (which may be conducted without management present if necessary);(13) Reviewing the Company’s financial controls, periodically reviewing financial control reports and the Internal Control Evaluation Report submitted by the internal audit department, reviewing the scientific nature, reasonableness, effectiveness, and implementation of the internal control systems of the Company and its subsidiaries and branches, making recommendations on holding responsible persons accountable for violations, and providing opinions and improvement suggestions to the Board on matters concerning the Company’s financial controls, internal controls, risk, and compliance; (14) Continuously monitoring the Company’s internal control system and ensuring an annual review of the soundness and effectiveness of the internal control systems of the Company and its subsidiaries, covering all important control aspects, including financial controls, operational controls, and compliance controls; (15) Discussing the internal control system with management to ensure that management has fulfilled its responsibility for establishing an effective internal control system. The discussion shall include whether the resources, staff qualifications, and experience in the Company’s accounting and financial reporting functions are adequate, and whether the training programs and related budgets for staff are sufficient; (16) Proactively, or at the request of the Board, studying significant investigation findings on internal control matters and management’s response to such findings; (17) If the annual report contains a statement regarding the Company’s internal control system, the Committee shall review it prior to its submission to the Board for approval; (18) Reviewing the financial and accounting policies and practices of the Company and its subsidiaries; (19) Examining the management letter issued by the external auditor regarding the audit and any significant questions raised by the external auditor to management concerning accounting records, financial accounts, or the control system, along with management’s responses;(20) Ensuring that the Board responds promptly to matters raised by the external auditor in its management letter and management recommendation report; (21) Acting as the principal representative of the Company in its relationship with the external auditor and overseeing this relationship; (22) Providing a comprehensive report to the Board on its actions, decisions, and recommendations within its scope of responsibilities, in compliance with legal or regulatory requirements, and maintaining communication and collaboration with other specialized committees; (23) Reviewing the arrangements established by the Company that allow employees to raise concerns about potential improprieties in financial reporting, internal controls, or other areas. The Committee shall ensure that appropriate arrangements are in place for the Company to conduct fair and independent investigations into such matters and take appropriate action; (24) Establishing a whistleblowing policy and system to enable employees and other parties dealing with the Company (such as customers and suppliers) to anonymously raise concerns with the Audit and Related Party Transaction Control Committee regarding any potential improprieties concerning the Company; (25) Providing opinions on the performance and evaluation of internal audit personnel; (26) Participating in the evaluation of the Internal Audit Responsible Person, assessing their work and providing opinions to the Board, and hearing reports from the Internal Audit Responsible Person on the progress of audit work at least once a quarter; (27) Reporting to the Board on matters stipulated in the Corporate Governance Code of the Hong Kong Listing Rules; (28) Issuing a written opinion on the independence of the external auditor selected to audit the Company’s directors and senior management;(29) Other matters required by regulators, stipulated in the Company’s Articles of Association, or authorized by the Board.
The primary duties and authorities of the Audit and Related Party Transaction Control Committee regarding related party transaction management are as follows: (1) Reviewing reports on the identification and maintenance of related parties; (2) Being responsible for the management, review, and risk control of related party transactions; (3) Reviewing the Company’s annual related party transactions and the implementation of the related party transaction management system; deliberating on proposals related to related party transactions and providing opinions and recommendations to the Board; (4) Accepting filings for ordinary related party transactions; (5) Reviewing material related party transactions, with a focus on their compliance, fairness, and necessity; (6) Improving the Company’s related party transaction management system; (7) Other matters required by regulators, stipulated in the Company’s Articles of Association, or authorized by the Board, as well as other significant matters related to related party transactions.
The Audit and Related Party Transaction Control Committee shall exercise the following functions and powers of the Board of Supervisors as stipulated by the Company Law and other laws, regulations, and regulatory provisions: (1) (2) Inspecting the Company’s finances; Supervising the performance of duties by directors and senior management, and making recommendations for their removal if they violate laws, administrative regulations, the Articles of Association, or resolutions of the shareholders’ meeting;(3) Requiring directors and senior management to rectify their actions when such actions harm the Company’s interests; (4) Proposing the convening of an extraordinary meeting of the Board; (5) (6) Proposing the convening of an extraordinary general meeting of shareholders, and convening and presiding over the shareholders’ meeting if the Board fails to fulfill its statutory duty to convene and preside over the meeting; Submitting proposals to the shareholders’ meeting; (7) At the request of shareholders, initiating legal proceedings against directors or senior management (excluding members of the Audit and Related Party Transaction Control Committee) who, in the course of performing their duties, violate laws, administrative regulations, or the Articles of Association and cause losses to the Company; (8) Nominating candidates for independent non-executive directors; (9) Conducting an annual performance evaluation of directors and reporting to the shareholders’ meeting; (10) Other functions and powers stipulated by laws, regulations, regulatory requirements, and the Company’s Articles of Association.
Members: Ms.CHEN Xin (chairman),Mr. WANG Tayu Mr. CHIN Hung I David and Mr. WONG Hin Wing.
The main responsibilities and authority of the nomination and remuneration committee are as follows:
(1) to make recommendations to the Board on the policies and structure for managing the remuneration and performance of all directors and members of senior management (including but not limited to the criteria, procedure and system for performance appraisal), and on the formulation of a formal and transparent procedure for setting policies and establishing framework for remuneration and performance management;(2) to determine, with delegated responsibility, the remuneration packages of all directors and members of senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the Board on the remuneration of non-executive directors, having considering the salaries paid by comparable companies, time commitment and responsibilities, and employment conditions elsewhere in the group; (3) to make recommendations to the Board on the formulation or modification of the equity incentive scheme and employee stock ownership plan, the grant of interests to the participants and the fulfilment of the conditions for exercise of interests; (4) to make recommendations to the Board on the arrangement of the shareholding plan of directors and members of senior management in the proposed spin-off subsidiary; (5) by reference to the corporate guiding principles, goals and objectives formulated by the Board, to assess and appraise the performance of their duties for the directors and members of senior management and conduct their annual appraisals as well as to examine and approve performance-based remuneration; (6) to make recommendations to the Board on the total annual remuneration/allowance of all directors and members of senior management of the Company; (7) to review and approve the compensation payable to executive directors and members of senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is consistent with relevant contractual terms and are otherwise fair, reasonable and not excessive; (8) to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate;(9) on the basis of the operating activities, asset scale and shareholding structure of the Company, review the structure, number of members and composition of the Board annually (including skills, knowledge, and experience, and the Board diversity considerations mentioned in Chapter 3 of the Terms of Reference), and to make recommendations on any proposed change to the Board to complement the corporate strategy of the Company; (10) to examine the system for selecting directors and members of senior management and make recommendations to the Board; (11) to identify individuals suitably qualified to be directors and select or make recommendations to the Board on the selection of individuals nominated for directorships; (12) to assess the independence of independent non-executive directors; (13) to make recommendations to the Board on relevant matters relating to the nomination, appointment, removal or reappointment of directors and succession planning for directors in particular the chairman and the president; (14) to examine candidates nominated by the chairman of the Board for the position of the secretary to the Board, candidates nominated by the chairman of the Board or the audit and related party transactions control committee for the positions of chief auditor and officer responsible for auditing and candidates nominated by the president for the positions of other members of senior management, and to make recommendations to the Board; (15) to examine candidates for the positions of members of senior management that require nomination or dismissal of the Board, and make recommendations accordingly; (16) to review the terms of the employment agreements of directors from time to time;(17) to report to the Board on its acts, decisions and proposals so that the Board may have a comprehensive understanding of them, unless the relevant laws or regulatory requirements place limits on such report; (18) to ensure that no director or any of his/her associates is involved in deciding his own remuneration; the remuneration of non-executive directors who act as member of the nomination and remuneration committee shall be determined by other members of the nomination and remuneration committee; (19) to review the Board diversity policy mentioned in Chapter 3 of the Terms of Reference whenever appropriate to ensure effective implementation and, upon discussion, to make recommendations to the Board on amendments to the said policy; such recommendations shall take effect upon approval by the Board; (20) to assist the Board in maintaining a Board skills matrix; (21) to support the Company in conducting regular assessments of Board performance, with formal evaluations of the Board to be conducted at least every two years; (22) to annually assess each Director’s time commitment and contributions to the Board, as well as their ability to effectively fulfill their duties; (23) to review and/or approve matters relating to share schemes as described in Chapter 17 of the Hong Kong Listing Rules; (24) to handle any other matters as required by the regulatory authorities, stipulated in the Articles of Association and authorized by the Board.
Members:Mr.ZHAO Yonggang (chairman), Mr. WANG Tayu,Ms. Wang Yuhua, Ms. LAM Tyng Yih,Elizabeth and Ms. LO Yuen Man, Elaine.
The primary duties of the Risk Management and Related Party Transactions Control Committee are, among others, to make recommendations to the Board with respect to the overall objective, basic policies and work rules of risk management; make recommendations to the Board with respect to the risk evaluation for major decisions and solutions for significant risks; review the management system for insurance funds management; advise the Board on the SAA plan, annual investment plan and investment guidelines and their adjustments; make recommendations to the Board with respect to the coordination mechanisms for product design, sales and investment and their performance discuss risk management system with the management to ensure that effective risk management system is established; conduct research on important findings of risk management issues; conduct solvency management; conduct risk management for subsidiaries; identify and maintain relations with related parties; manage, review, approve related party transactions; conduct risk control of related party transactions; verify material related party transactions; and carry out regular filing of general related party transactions, etc.
Members: Mr. CHEN Ran (chairman), Mr. ZHOU Donghui, Mr.ZHAO Yonggang and Mr. WONG Hin Wing.
The primary duties of the Technological Innovation and Consumer Rights Protection Committee are, among others, to review the Company’s technological innovation and data management strategy and plans, and overall work objectives; urge the Company’s management to establish an effective technological innovation operation system; guide and supervise the establishment and improvement of the consumer rights protection work management system; carry out research on major issues in the field of technological innovation and consumer rights protection.
