There is no mandatory corporate governance regime in the Cayman Islands with which the Company must comply. However, the Directors recognize the importance of sound corporate governance and intend to comply with appropriate recognized corporate governance standards, as far as practicable and to the extent appropriate given the Company’s size, assets, liabilities and other relevant information. In practice this means that the Company will be complying most closely with the QCA Guidelines.
Audit Committee
The audit committee (“Audit Committee”) of the Company, comprising Stuart Lane,William Knight and Penghua Wu will be chaired by Stuart Christopher Lane and will meet at least three times a year. The Audit Committee is responsible for ensuring that the Group’s financial performance is properly monitored, controlledand reported. The Audit Committee is responsible for the scope and effectiveness of the external audit, the work of the internal audit function and compliance by the Group with statutory and regulatory requirements.The Audit Committee will also advise the Board on the appointment of the external auditors, review their fees and the audit plan. It will approve the external auditors’ terms of engagement, their remuneration and any non-audit work. The Audit Committee will also meet the Company’s auditors and review reports from the auditors relating to accounts and internal control systems. The Audit Committee will meet with the auditors as and when the Audit Committee requires.
Remuneration Committee
The remuneration committee (“Remuneration Committee”) of the Company, comprising Stuart Lane, William Knight ,Penghua Wu, Meijin Xu, Shufang Zhuang and Derrick Wong will be chaired by William Knight and will meet at least once a year. It will set and review the scale and structure of the executive Directors’ remuneration packages, including share optionsand the terms of their service contracts. 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.
Nomination Committee
The Nomination Committee comprises all of the Non-Executive Directors of the Company and meets at least once a year. William Knight is chairman of the Nomination Committee. The function of the Nomination Committee is to consider the appointment and reappointment of Directors and all key appointments, including those of the service providers. When considering the appointment and reappointment of Directors, the Nomination Committee and the Board consider whether the Board and its committees have the appropriate balance of skills, experience, independence, knowledge and diversity to enable them to discharge their respective duties and responsibilities effectively, but do not take into account the gender of a Director (or potential Director), as they do not believe that this affects a Director’s performance. The Board currently comprises of one female and four male Directors. The Board does not believe that it is currently in the best interests of the Group to seek to appoint a new Director, in addition to the current Directors, to broaden the diversity, including gender, of the Board. Shareholders vote on the re-appointment of at least one Director at each Annual General Meeting, with every Director’s appointment being voted on by Shareholders every three years.
