Corporate Governance Committee

Committee

  • Audit Committee
  • Remuneration Committee
  • Nomination Committee
  • Finance Committee

Shui On Land's Audit Committee comprises three members, namely Professor Gary C. BIDDLE, Dr. Roger L. McCARTHY and Mr. David J. SHAW. Professor Gary C. BIDDLE, Dr. Roger L. McCARTHY and Mr. David J. SHAW are Independent Non-executive Directors. The Chairman of the Audit Committee is Professor Gary C. BIDDLE. The primary duties of the Audit Committee are to review and supervise the financial reporting process and internal control system of the Company and nominate and monitor external auditor.

Terms of reference for the Audit Committee

Definition
1. For the purposes of these terms of reference (the Terms):
Audit Committee means the audit committee established by resolution of the Board in accordance with clause 2 of these Terms.
Board means the board of directors of the Company.
Chief Financial Officer means the senior officer of the Company responsible for financial management as appointed by the Board from time to time.
Code means Corporate Governance Code of the Listing Rules.
Company means Shui On Land Limited.
Company Secretary means the company secretary of the Company.
Directors mean the members of the Board.
Group means the Company and its subsidiaries and associated companies at the relevant time or, where the context so requires, in respect of the period before the Company became the holding company of its present subsidiaries and associated companies, the present subsidiaries and associated companies of the Company or the businesses operated by its present subsidiaries and associated companies or (as the case may be) its predecessor.
Listing Rules mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time).
Senior Management means the chairman, chief executive officer, vice chairman, chief operating officer, chief financial officer, company secretary and any other officer of the Group determined by the Board from time to time as senior management of the Company.
Shareholders mean the shareholders of the Company.
Stock Exchange means The Stock Exchange of Hong Kong Limited.
Constitution
2.The Board has resolved to establish a committee of the Board to be known as the Audit Committee.
Membership
3.The members of the Audit Committee shall be appointed by the Board from among the non-executive Directors and shall consist of not less than three members, a majority of whom shall be independent non-executive Directors and at least one of whom shall be an independent non-executive Director with appropriate professional qualifications or accounting or related financial management expertise as required by the Listing Rules. The quorum for meetings of the Audit Committee shall be two members.
4.A former partner of the Company's existing auditing firm shall be prohibited from acting as a member of the Audit Committee for a period of one year commencing on the date of his ceasing:
a. to be a partner of the firm; or
b.to have any financial interest in the firm,
whichever is later.
5.The chairman of the Audit Committee shall be appointed by the Board and shall be an independent non-executive Director.
Attendance at meetings
6.The Chief Financial Officer, the head of internal audit of the Company and a representative of the external auditor shall normally attend meetings of the Audit Committee. However, at least twice a year the Audit Committee shall meet with the external and internal auditors without the executive Directors present.
Frequency and conduct of meetings
7.Meetings shall be held not less than twice a year. The external auditor may request a meeting if they consider that one is necessary.
8.An agenda and accompanying papers should be sent in full to all members of the Audit Committee in a timely manner and at least 3 days before the intended date of a meeting of the Audit Committee (or such other period as agreed by its members).
9.Senior Management is obliged to supply the Audit Committee with adequate information in a timely manner, in order to enable it to make informed decisions. The information supplied must be complete and reliable. Where a Director requires more information than is volunteered by Senior Management, the relevant Director should make additional necessary enquiries. The Board and each Director shall have separate and independent access to the Senior Management.
Annual General Meetings
10.The chairman of the Audit Committee shall attend the Company's annual general meetings and be prepared to respond to any Shareholder's questions on the Audit Committee's activities.
Authority
11.The Audit Committee is authorised by the Board to investigate any activity within these Terms. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Audit Committee.
12.The Audit Committee is authorised by the Board to obtain outside independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. The Audit Committee shall be provided with sufficient resources to discharge its duties. The Audit Committee shall be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any external party who advises the Audit Committee.
Duties
13.The duties of the Audit Committee shall include:
Relationship with the Group's auditor
a. being primarily responsible for making recommendations to the Board on the appointment, reappointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and to consider any questions of resignation or dismissal of that auditor;
b.reviewing and monitoring the external auditor's independence and objectivity and the effectiveness of the audit process in accordance with applicable standards;
c.developing and implementing policy on the engagement of an external auditor to supply non-audit services and reporting to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken;
d.discussing with the external auditor before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved;
e.discussing problems and reservations arising from the interim and final audits, and any matters the external auditor may wish to discuss (in the absence of Senior Management where necessary);

Review of financial information of the Group
f.monitoring integrity of the Group's financial statements, annual reports and accounts, half-year reports and, if prepared for publication, quarterly reports, and reviewing significant financial reporting judgments contained in them. In reviewing these reports before submission to the Board, the Audit Committee shall focus particularly on:
i.any changes in accounting policies and practices;
ii.major judgmental areas;
iii.significant adjustments resulting from audit;
iv.the going concern assumptions and any qualifications;
v.compliance with accounting standards; and
vi.compliance with any requirements from the Stock Exchange and other legal requirements in relation to financial reporting;
g.in respect of (f) above:
i.liaising with the Board and Senior Management;
ii.meeting, at least once a year, with the Group's auditor; and
iii.considering any significant or unusual items that are, or may need to be, reflected in such financial statements, reports and accounts and giving due consideration to any matters that have been raised by the Group's qualified accountant, compliance officer or auditor;
Oversight of the Group's financial reporting systems, risk management and internal control procedures
h.reviewing the Group's financial controls, internal control and risk management systems;
i.discussing with Senior Management any matters in relation to the Group's risk management and internal control systems and ensuring that Senior Management has discharged its duties in establishing and maintaining effective risk management and internal control systems. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budgets of the Group’s accounting and financial reporting functions;
j.considering major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and Senior Management's response to these findings;
k.where an internal audit function exists, ensuring co-ordination between the internal and external auditors, ensuring that the internal audit function is adequately resourced and has appropriate standing within the Group, and reviewing and monitoring the effectiveness of the internal audit function;
l.reviewing the Group's financial and accounting policies and practices;
m.reviewing the external auditor's management letter, any material queries raised by the auditor to Senior Management in respect of the accounting records, financial accounts or systems of control and Senior Management's response;
n.ensuring that the Board will provide a timely response to the issues raised in the external auditor's management letter;
o.reporting to the Board on the matters set out in these Terms;
p.reviewing arrangements by which employees of the Group may, in confidence, raise concerns about possible improprieties in financial reporting, internal control or other matters and ensuring that proper arrangements are in place for the fair and independent investigation of such matters and for appropriate follow-up action;
q.acting as the key representative body for overseeing the Group's relationship with the external auditor; and
r.considering any other topics, as defined by the Board.
Corporate Governance Functions
s.developing and reviewing the Company’s policies and practices on corporate governance and make recommendations to the Board;
t.reviewing and monitoring the training and continuous professional development of Directors and Senior Management;
u.reviewing and monitoring the Company’s policies and practices on compliance with legal and regulatory requirements;
v.developing, reviewing and monitoring the code of conduct and compliance manual (if any) applicable to employees and Directors; and
w.reviewing the Company’s compliance with the Code and disclosure in the Corporate Governance Report.
Disagreement as to external auditor
14.In the event the Board disagrees with the Audit Committee's view on the selection, appointment, resignation or dismissal of the external auditor, the Audit Committee shall provide a statement explaining its recommendations to the Company for inclusion in the Corporate Governance Report issued by the Company in accordance with the Listing Rules.
Reporting procedures
15.Full minutes of the Audit Committee's meetings shall be kept by a duly appointed secretary of the meeting (who should normally be the Company Secretary), and such minutes shall be available for inspection at any reasonable time on reasonable notice by any Director.
Minutes of meetings of the Audit Committee shall record in sufficient detail the matters considered by the Audit Committee and decisions reached, including any concerns raised by Directors, members or dissenting views expressed. Draft and final versions of minutes of such meetings should be sent to all members of the Audit Committee for their comment and records respectively, in both cases within a reasonable time after such meetings.
16.Without prejudice to the generality of the duties of the Audit Committee set out in these Terms, the Audit Committee shall report back to the Board and keep the Board fully informed of its decisions and recommendations, unless there are legal or regulatory restrictions on its ability to do so.
Terms available
17.The Audit Committee shall make available these Terms on request and by inclusion on the Stock Exchange’s website and the Company's website, thereby explaining its role and the authority delegated to it by the Board.

Shui On Land's Remuneration Committee comprises three members, namely Dr. William K. L. FUNG, Mr. Vincent H. S. LO and Professor Gary C. BIDDLE. Dr William K. L. FUNG and Professor Gary C. BIDDLE are Independent Non-executive Directors. The Chairman of the Remuneration Committee is Dr. William K. L. FUNG. The primary duties of the Remuneration Committee are to evaluate the performance and make recommendations on the remuneration package for our directors and senior management, and evaluate and make recommendations on employee benefit arrangements.

Terms of reference for the Remuneration Committee

Definitions
1. For the purposes of these terms of reference (the Terms):
Board means the board of directors of the Company.
Company means Shui On Land Limited.
Company Secretary means the company secretary of the Company.
Directors mean the members of the Board.
Group means the Company and its subsidiaries and associated companies at the relevant time or, where the context so requires, in respect of the period before the Company became the holding company of its present subsidiaries and associated companies, the present subsidiaries and associated companies of the Company or the businesses operated by its present subsidiaries and associated companies or (as the case may be) its predecessor.
Listing Rules mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time).
Remuneration Committee means the remuneration committee established by the resolution of the Board in accordance with clause 3 of these Terms.
Senior Management means the chairman, chief executive, vice chairman, chief operating officer, chief financial officer, company secretary and any other officer of the Group determined by the Board from time to time as senior management of the Company.
Shareholders mean the shareholders of the Company.
Stock Exchange means The Stock Exchange of Hong Kong Limited.
2.The word "remuneration", as used in these Terms, includes without limitation any salaries, bonuses, allowances, benefits (in cash or in kind), pension arrangements, reimbursements, compensation payments (including any compensation payable for loss or termination of office or appointment), incentive payments and share options.
Constitution
3.The Board has resolved to establish a committee of the Board to be known as the Remuneration Committee.
Membership
4.The members of the Remuneration Committee shall be appointed by the Board from time to time from among the non-executive Directors and shall consist of not less than three members, a majority of whom shall be independent non-executive Directors. A quorum shall be two members. The chairman of the Remuneration Committee shall be appointed by the Board.
5.Each member of the Remuneration Committee shall disclose to the Remuneration Committee:
a.any personal financial interest (other than as a shareholder of the Company) in any matter to be decided by the Committee; or
b.any potential conflict of interest arising from a cross-directorship.

Any such member shall abstain from voting on resolutions of the Remuneration Committee in relation to which such interest exists and from participating in the discussions concerning such resolutions, and shall (if so required by the Board) resign from the Remuneration Committee.
Frequency and conduct of meetings
6.Meetings shall be held at least once a year. The chairman of the Remuneration Committee shall convene a meeting upon request by any member of the Remuneration Committee.
7.An agenda and accompanying board papers should be sent in full to all members of the Remuneration Committee in a timely manner and at least 3 days before the intended date of a meeting of the Remuneration Committee (or such other period as agreed by its members).
8.Senior Management is obliged to supply the Remuneration Committee with adequate information in a timely manner, in order to enable it to make informed decisions. The information supplied must be complete and reliable. Where a Director requires more information than is volunteered by Senior Management, the relevant Director should make additional necessary enquiries. The Board and each Director shall have separate and independent access to the Senior Management.
Annual General Meetings
9.The chairman of the Remuneration Committee shall attend the Company's annual general meetings and be prepared to respond to any Shareholder's questions on the Remuneration Committee's activities.
Authority
10.The Remuneration Committee is authorised by the Board to discharge its duties within these Terms. It is authorised to seek any remuneration information it requires from the Directors and/or Senior Management who are directed to co-operate with the Remuneration Committee.
11.The Remuneration Committee is authorised by the Board to obtain external independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. The Remuneration Committee shall be provided with sufficient resources to discharge its duties. The Remuneration Committee should be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any external remuneration consultant who advises the Remuneration Committee.
Duties
12.The duties of the Remuneration Committee shall include:
a.making recommendations to the Board on the Company's policy and structure for all Directors' and Senior Management remuneration and on the establishment of a formal and transparent procedure for developing such remuneration policy;
b.being responsible for determining the specific remuneration packages of all executive Directors and Senior Management and to make recommendations to the Board of the remuneration of non-executive Directors. The Remuneration Committee shall consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the Directors and Senior Management, remuneration levels within the Group and desirability of performance-based remuneration packages;
c.reviewing and approving any performance-based remuneration offered by the Group with reference to corporate goals and objectives resolved by the Board from time to time;
d.reviewing and approving the compensation payable to executive Directors and Senior Management in connection with any loss or termination of their office or appointment in order to ensure that such compensation is determined in accordance with the relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company;
e.reviewing and approving compensation arrangements relating to dismissal or removal of Directors for misconduct in order to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate;
f.ensuring that no Director or any of his associates is involved in deciding his own remuneration;
g.advising the Shareholders on how to vote with respect to any service contracts of the Directors that require Shareholders' approval under the Listing Rules; and
h.reviewing the Group's policy on expense reimbursements for the Directors and Senior Management.
13.In carrying out its duties under these terms of reference, the Remuneration Committee should:
a.consult the chairman of the Board and/or the chief executive officer about their proposals relating to the remuneration of the executive Directors;
b.provide the packages needed to attract, retain and motivate executive Directors of the quality required, but avoid paying more than is necessary for this purpose;
c.judge where to position the Group relative to other companies. They should be aware what comparable companies are paying and should take account of relative performance;
d.be sensitive to the wider scene, including pay and employment conditions within the Group and elsewhere, especially when determining annual salary increases;
e.ensure that the performance-related elements of remuneration form a significant proportion of the total remuneration package of executive Directors and are designed to align their interests with those of Shareholders and to give the Directors incentives to perform at the highest levels; and
f.ensure that share options offered by the Company to its Directors or Senior Management (if any) are in accordance with Chapter 17 of the Listing Rules, as applicable.
14.Without prejudice to the generality of the terms of reference to the Remuneration Committee set out above, the Remuneration Committee shall:
a.operate the Company's share option schemes (if any) or other incentives schemes (if any) as they apply to, and recommend to the general meeting of shareholders grants of options to be made to Directors and/or Senior Management. It shall recommend to the Board the total aggregate amount of any grants to employees (with the specific grants to individuals to be at the discretion of the Board) and make amendments to the terms of such schemes (subject to the provisions of the schemes relating to amendment);
b.liaise with the trustee of any employee share scheme which is created by the Company for the benefit of employees, Senior Management or Directors;
c.review the terms of executive Directors' service contracts from time to time; and
d.advise the Board in relation to the preparation of the Board's remuneration report (if any) to shareholders.
Reporting procedures
15.Minutes of the Remuneration Committee's meetings shall be kept by a duly appointed secretary of the meeting (who should normally be the Company Secretary), and such minutes shall be available for inspection at any reasonable time on reasonable notice by any Director. Minutes of meetings of the Remuneration Committee shall record in sufficient detail the matters considered by the Remuneration Committee and decisions reached, including any concerns raised by Directors, members or dissenting views expressed. Draft and final versions of minutes of such meetings should be sent to all members of the Remuneration Committee for their comment and records respectively, in both cases within a reasonable time after such meetings.
16. Without prejudice to the generality of the duties of the Remuneration Committee set out in these Terms, the Remuneration Committee shall report back to the Board and keep the Board fully informed of its decisions and recommendations, unless there are legal or regulatory restrictions on its ability to do so.
Terms available
17.The Remuneration Committee shall make available these Terms on request and by inclusion on the Stock Exchange’s website and the Company's website, thereby explaining its role and the authority delegated to it by the Board.

Shui On Land's Nomination Committee comprises three members, namely Vincent H. S. LO, Sir John R. H. BOND and Professor Gary C. BIDDLE. The Chairman of the Nomination Committee is Vincent H. S. LO. The primary duties of the Nomination Committee are to review the structure, size and composition of the Board, identify individuals suitably qualified to become members of the Board, and assess the independence of independent non-executive directors.

Terms of reference for the Nomination Committee

Definitions
1. For the purposes of these terms of reference (the Terms):
Board means the board of directors of the Company.
Code means Corporate Governance Code of the Listing Rules.
Company means Shui On Land Limited.
Company Secretary means the company secretary of the Company.
Directors mean the members of the Board.
Listing Rules mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time).
Nomination Committee means the Nomination Committee established by the resolution of the Board in accordance with clause 2 of these Terms.
Shareholders mean the shareholders of the Company.
Stock Exchange means The Stock Exchange of Hong Kong Limited.
Constitution
2.The Board has resolved to establish a committee of the Board to be known as the Nomination Committee.
Membership
3.The members of the Nomination Committee shall be from time to time appointed by the Board and shall consist of not less than three members, a majority of whom shall be independent non-executive Directors. A quorum shall be two members. The chairman of the Nomination Committee shall be appointed by the Board.
Frequency and conduct of meetings
4.The Committee shall meet as and when necessary or as requested by any member of the Nomination Committee.
5.An agenda and accompanying papers should be sent in full to all members of the Nomination Committee in a timely manner and at least 3 days before the intended date of a meeting of the Nomination Committee (or such other period as agreed by its members)
Annual General Meetings
6.The chairman of the Nomination Committee shall, as far as practicable, attend the Company's annual general meetings and be prepared to respond to any Shareholder's questions on the Nomination Committee's activities.
Authority
7.The Nomination Committee is authorised by the Board to obtain external independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. The Nomination Committee shall be provided with sufficient resources to discharge its duties. The Nomination Committee should be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any external nomination consultant who advises the Nomination Committee.
Duties
8.The Nomination Committee shall give adequate consideration to the following principles in carrying out its responsibilities:
a.The Board should have a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company’s business. The Nomination Committee should ensure that changes to composition of the Board can be managed without undue disruption. The Board should include a balanced composition of executive and non-executive directors (including independent non-executive directors) so that there is a strong independent element on the Board, which can effectively exercise independent judgement. Non-executive directors should be of sufficient calibre and number for their views to carry weight; and
b.There shall be a formal, considered and transparent procedure for the appointment of new Directors. There should be plans in place for orderly succession for appointments. All Directors should be subject to re-election at regular intervals, and the reasons for the resignation or removal of any Director must be explained.
9.The duties of the Nomination Committee shall include:
a.The Nomination Committee shall review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations to the Board regarding any proposed changes to complement the Company’s corporate strategy;
b.The Nomination Committee shall identify individuals suitably qualified to become members of the Board and select or make recommendations to the Board on the selection of, individuals nominated for directorship;
c.The Nomination Committee shall assess the independence of independent non-executive directors;
d.The Nomination Committee shall make recommendation to the Board on relevant matters relating to the appointment or re-appointment of Directors and succession planning for Directors, in particular the chairman and the chief executive officer;
e.Where the Board proposes a resolution to elect an individual as an independent non-executive Director at a general meeting, the Nomination Committee shall set out in the circular to Shareholders and/or explanatory statement accompanying the notice of the relevant general meeting why they believe the individual should be elected and the reasons why they consider the individual to be independent;
f.The Nomination Committee (or the Board) shall have a policy concerning diversity of Board members, and such policy or a summary of the policy shall be disclosed in the corporate governance report; and
g.The Nomination Committee shall exercise such other powers, authorities and discretions, and perform such other duties, of the Directors in relation to the nomination of directors as the Board may from time to time delegate to it, having regard to the Code.
Reporting procedures
10.Minutes of the Nomination Committee's meetings shall be kept by a duly appointed secretary of the meeting (who should normally be the Company Secretary), and such minutes shall be available for inspection at any reasonable time on reasonable notice by any Director.
11.Minutes of meetings of the Nomination Committee shall record in sufficient detail the matters considered by the Nomination Committee and decisions reached, including any concerns raised by Directors, members or dissenting views expressed. Draft and final versions of minutes of such meetings should be sent to all members of the Nomination Committee for their comment and records respectively, in both cases within a reasonable time after such meetings.
12.Without prejudice to the generality of the duties of the Nomination Committee set out in these Terms, the Nomination Committee shall report back to the Board and keep the Board fully informed of its decisions and recommendations, unless there are legal or regulatory restrictions on its ability to do so.
Terms available
13.The Nomination Committee shall make available these Terms on request and by inclusion on the Stock Exchange’s website and the Company's website, thereby explaining its role and the authority delegated to it by the Board.

Shui On Land's Finance Committee comprises seven members, namely Mr. Vincent H. S. LO, Mr. Frankie Y. L. WONG, Sir John R. H. BOND, Dr. William K. L. FUNG, Professor Gary C. BIDDLE, Mr. Douglas H. H. SUNG and Mr. Anthony J. L. NIGHTINGALE. The Chairman and the vice chairman of the Finance Committee are Mr. Vincent H. S. LO and Mr. Frankie Y. L. WONG respectively. The primary duties of the Finance Committee are to establish and monitor policies and guidelines on all financial matters.

An Investment Sub-Committee has been established under the Finance Committee for the performance of certain duties of the Finance Committee as set out in the Terms of Reference.

Terms of reference for the Finance Committee

Definitions
1. For the purposes of these terms of reference (the Terms):
Board means the board of directors of the Company.
CFO means the Chief Financial Officer of the Company.
Company means Shui On Land Limited.
Company Secretary means the company secretary of the Company.
Directors means the members of the Board.
Finance Committee means the Finance Committee established by the resolution of the Board in accordance with clause 2 of these Terms.
Group means the Company and its subsidiaries and associated companies at the relevant time or, where the context so requires, in respect of the period before the Company became the holding company of its present subsidiaries and associated companies, the present subsidiaries and associated companies of the Company or the businesses operated by its present subsidiaries and associated companies or (as the case may be) its predecessor.
Investment Sub-Committee means the sub-committee of the Finance Committee established by the resolution of the Board in accordance with clause 3 of these Terms.
Constitution
2.The Board has resolved to establish a committee of the Board to be known as the Finance Committee.
3.The Board has further resolved to establish a sub-committee of the Finance Committee to be known as the Investment Sub-Committee for the performance of the duties of the Finance Committee under clauses 13 (e) to (i) of these Terms.
Membership
4.The members of the Finance Committee shall be from time to time appointed by the Board and shall consist of not less than three members. A quorum shall be two members. The chairman and vice chairman of the Finance Committee and the Investment Sub-Committee shall be appointed by the Board.
5.The members of the Investment Sub-Committee shall be from time to time appointed by the Board or co-opted by the members of the Finance Committee. A quorum shall be three members of which at least two should be independent non-executive Directors.
Frequency and conduct of meetings
6.Meetings of the Finance Committee shall be held not less than twice a year. The Finance Committee shall meet as and when necessary or as requested by any member of the Finance Committee.
7.The Investment Sub-Committee shall meet as and when necessary or as requested by any member of the Investment Sub-Committee.
8.An agenda and accompanying papers should be sent in full to all members of the Finance Committee (or the Investment Sub-Committee, as the case may be) in a timely manner and at least 3 days before (or such other period as agreed by its members) the intended date of a meeting of the Finance Committee (or the Investment Sub-Committee, as the case may be.)
9.A written resolution signed by members of the Investment Sub-Committee sufficient to constitute a quorum shall be as valid and effectual as if it had been passed at a meeting of the Investment Sub-Committee duly called and constituted.
Authority
10.The Finance Committee and the Investment Sub-Committee are authorised by the Board to obtain external independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. The Finance Committee and the Investment Sub-Committee shall be provided with sufficient resources to discharge their duties. The Finance Committee and/or the Investment Sub-Committee should be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any external financial consultant who advises the Finance Committee and/or the Investment Sub-Committee.
11.The Investment Sub-Committee is authorized by the Board to seek any information it requires from any employee of the Group in order to perform its duties. The Investment Sub-Committee may invite any Director, executive or other person to attend any meeting of the Investment Sub-Committee as it may from time to time consider appropriate or necessary to assist the Investment Sub-Committee in the attainment of its objectives.
12.The Investment Sub-Committee has the right to approve any acquisition or divestment with an amount between RMB1 billion and RMB2 billion. For any acquisition or divestment with an amount below RMB1 billion, the chairman of the Investment Sub-Committee may have discretion to suggest that the approval by the Investment Sub-Committee be sought.
Duties
13.The duties of the Finance Committee shall include:
a.Recommend for adoption by the Board overall company financial policies and game plan;
b.Consider and approve financial strategies and objectives as recommended by the CFO in support of adopted development and growth plans for the Company;
c.Review and monitor the Company’s financial performance, position, rolling forecast, and cash flow;
d.Monitor the performance of the CFO and the Finance Department of the Company;
e.Oversee the formulation of investment strategy for the Company, including the annual investment strategy, the amount of capital to be invested, and the assets to be disposed;
f.Review the preliminary and detailed investment recommendations and disposal recommendations on target property projects as well as the assets allocation in projects currently owned by the Group and to recommend to the Board whether the Group should acquire or, as the case may be, dispose of the property and the terms, timing and strategy;
g.Produce to the Board a summary of the investment/disposal analysis in respect of the target property projects which shall include but not limited to, a summary of the due diligence carried out in connection with the target property, an investment strategy and a financial analysis of the proposal;
h.Provide a recommendation to the Board as to whether the Group should acquire the property or, as the case may be, dispose of the property and the relevant terms, timing, strategy and the cost/benefit analysis;
i.Review the overall investment strategy of the Group, make recommendation to the Board on any proposed changes to the investment strategy and to monitor the implementation of the investment strategy from time to time; and
j.Address and deal with such other matters as may be delegated by the Board to the Finance Committee.
Reporting procedures
14.Minutes of the Finance Committee's meetings and the Investment Sub-Committee’s meetings shall be kept by a duly appointed secretary of the meeting (who should normally be the Company Secretary), and such minutes shall be available for inspection at any reasonable time on reasonable notice by any Director.
15.Minutes of meetings of the Finance Committee or the Investment Sub-Committee shall record in sufficient detail the matters considered by the Finance Committee or the Investment Sub-Committee and decisions reached, including any concerns raised by members or dissenting views expressed. Draft and final versions of minutes of such meetings should be sent to all members of the Finance Committee (or the Investment Sub-Committee, as the case may be) for their comment and records respectively, in both cases within a reasonable time after such meetings.
16.Without prejudice to the generality of the duties of the Finance Committee set out in these Terms, the Finance Committee shall report back to the Board and keep the Board fully informed of its decisions and recommendations (including decisions and recommendations of the Investment Sub-Committee), unless there are legal or regulatory restrictions on its ability to do so.
Terms available
17.The Finance Committee shall make available these Terms on request and by inclusion on the Company's website, thereby explaining its role and the authority delegated to it by the Board.