Corporate governance
We are committed to maintaining a high standard of corporate governance practices through a quality Board of directors, sound internal controls, transparency and accountability to all shareholders.
Through our: Board level Audit; Remuneration; Safety, Health, Environment and Community Committees, and executive level Mineral Resources and Ore Reserves Committee; and Disclosure Committee we are able to ensure our business practices continue to remain at high standards.
The committees provide a forum for a more detailed analysis of key issues in managing the company.
Remuneration and Nomination Committee
A Remuneration Committee was established on 11 April 2005, which was renamed on 15 February 2011.
The committee comprises five members (a majority of whom are Independent non-executive directors), and is chaired by Dr Peter Cassidy.
Other members include Mr Jiao Jian, Mr Wang Lixin, Mr Ting Leung Huel, Stephen and Mr Loong Ping Kwan.
When determining or recommending to the Board the remuneration packages for directors and senior management, the committee takes into consideration factors such as remuneration paid by comparable companies, accountabilities of the directors, applicable regional employment conditions and appropriate ‘at risk’ performance-based remuneration.
The Board is empowered under the company’s articles of association to appoint any person as a director, either to fill a casual vacancy or as an addition to the Board.
The Remuneration and Nomination Committee is responsible for:
- Formulating and making recommendations to the Board on our Remuneration Policy.
- Determining specific remuneration packages of all executive directors in consultation with the Chairman and/or Chief Executive Officer.
- Determining the appropriate mix of directors to constitute the Board.
- Making recommendations to the Board on the remuneration of non-executive directors.
- Developing policies and procedures for the selection and appointment of directors and identifying individuals suitably qualified to become directors.
Reviewing succession plans for senior management annually to maintain an appropriate balance of skills, experience and expertise on the executive management team.
Download the Terms of Reference of the Remuneration and Nomination Committee (PDF, 74Kb).
Audit Committee
An Audit Committee was established on 2 July 1999. The Audit Committee is accountable to the Board and its principle duties include the review and supervision of the financial reporting process.
It is also responsible for reviewing financial statements including annual and interim reports, the management letter from the company’s auditor, the connected transactions and the continuing connected transactions entered into by the company, and the audit scope and fees for the year.
The Committee is currently comprises three Independent non-executive directors, and one non-executive director; and is chaired by Mr Ting Leung Huel, Stephen.
Independent non-executive directors
Dr Peter Cassidy
Mr Ting Leung Huel Stephen
Mr Loong Ping Kwan
Non-executive Director
Mr Xu Jiqing
Download the Terms of Reference of the Audit Committee (PDF, 88kb).
Safety, Health, Environment and Community (SHEC) Committee
The SHEC Committee was established on 15 February 2011 with the purpose being to assist the Board in the effective discharge of its responsibilities in relation to safety, health, environmental and community matters arising out of the company’s activities in the communities in which the company operates.
Mineral Resources and Ore Reserves Committee
The Mineral Resources and Ore Reserves Committee is a sub-committee of the Audit Committee that oversees the Mineral Resources and Ore Reserves reporting processes .
The Committee facilitates and maintains free and open means of communication between the Directors, the independent evaluators/auditors and management of the Group and ensures compliance with the JORC Code and the applicable listing rules.
The Committee comprises at least one Executive Committee member and two qualified employees.
Disclosure Committee
A Disclosure Policy and relevant Committee were established on 24 January 2011 to ensure its compliance with the disclosure obligations under the listing rules of the Hong Kong stock exchange and the timely disclosure of price-sensitive information to the market.
Disclosure Committee members include the Chief Executive Officer, Chief Financial Officer, General Counsel, Company Secretary, Group Manager Investor Relations and Group Communications Manager.
Internal controls
The Board is entrusted with overall responsibility for establishing and maintaining internal control systems and reviewing their effectiveness to safeguard the company’s assets and to protect shareholders’ interest.
Management maintains and monitors the internal control system on an ongoing basis.