Terms of reference for the Finance Committee

Shui On Land's Finance Committee comprises seven members, namely Vincent H. S. LO , Sir John R. H. BOND , Dr. William K. L. FUNG , Professor Gary C. BIDDLE , Mr. Freddy C. K. LEE , Mr. Daniel Y. K. WAN and Mr. Frankie Y. L. WONG . The Chairman of the Finance Committee is Vincent H. S. LO. The primary duties of the Finance Committee are to establish and monitor policies and guidelines on all financial matters.

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 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.

Constitution

2. The Board has resolved to establish a committee of the Board to be known as the Finance Committee.

Membership

3. 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 of the Finance Committee shall be appointed by the Board.

Frequency and conduct of meetings

4. Meetings shall be held not less than twice a year. The Committee shall meet as and when necessary or as requested by any member of the Finance Committee.

5. An agenda and accompanying papers should be sent in full to all members of the Finance Committee in a timely manner and at least 3 days before the intended date of a meeting of the Finance Committee (or such other period as agreed by its members).

Authority

6. The Finance 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 Finance Committee shall be provided with sufficient resources to discharge its duties. The Finance 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.

Duties

7. The duties of the Finance Committee shall include:
   

   1. The Finance Committee shall recommend for adoption by the Board overall company financial policies and game plan;

   2. The Finance Committee shall consider and approve financial strategies and objectives as recommended by the CFO in support of adopted development and growth plans for the Company;

   3. The Finance Committee shall review and monitor the Company’s financial performance, position, rolling forecast, and cash flow;

   4. The Finance Committee shall monitor the performance of the CFO and the Finance Department of the Company; and

   5. The Finance Committee shall address and deal with such other matters as may be delegated by the Board to the Finance Committee.

Reporting procedures

8. Minutes of the Finance 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.

9. Minutes of meetings of the Finance Committee shall record in sufficient detail the matters considered by the Finance 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 Finance Committee for their comment and records respectively, in both cases within a reasonable time after such meetings.

10. 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, unless there are legal or regulatory restrictions on its ability to do so.

Terms available

11. 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.