和记娱乐

Board has established four committees, namely the Audit Committee, Remuneration Committee, the Strategic Investment and Risk Control Committee and the Nomination Committee to oversee particular aspects of the Company's affairs. All Committees of the Company have been established with written terms of the scope and responsibilities of the Code.

Audit Committee  

Audit Committee consists of five members, namely Mr.Wei Bin (Chairman), Mr. Chen Guoming, Ms. Su Mei, Mr. Chang Qing and Mr.Zhang Shiju. One of Independent Non-executive Directors possesses the appropriate professional qualifications or accounting or related financial management expertise.

Primary duties of the audit committee include the following: 

 1, before submission to the review of the Board, to review the financial statements and reports and consider the accounting and financial reporting department responsible officer or external auditors any significant or unusual items raised ; 

 2, referring to the work performed by the auditors, their fees and terms of engagement , review the relationship with the external auditor and the appointment of external auditors , reappointment and removal recommendation to the Board ; and 

 3, to review the Company's financial reporting system, the adequacy of the internal control system and risk management system and associated procedures and effectiveness. 

The Audit Committee oversees the Group's internal control system, any recommendations on major issues to report to the Board of Directors and to the Board. 

Remuneration Committee 

Remuneration Committee consists of four members, namely Ms. Su Mei (Chairman), Mr.Wang Xu, Mr. Wei Bin and Mr.Zhang Shiju. 

The primary objectives of the Remuneration Committee include: 

 1, on the establishment of the structure of the remuneration policy and the development of utive directors and senior management of the program to make recommendations, the policies will ensure that the Director or any of his associates is involved in deciding his own remuneration; 

 2, the remuneration packages of non- utive directors to make recommendations to the Board; 

 3, referring to the individual and the company as well as market practices and conditions , remuneration packages are reviewed and approved by the utive Directors and senior management ; and 

 4, reviewed and approved by the utive Director , senior management concerning (i) any loss or termination of their office or appointment and (ii ) because of their misconduct dismissal or removal of compensation arrangements , so as to ensure that such arrangements are determined by the relevant contractual terms , which are otherwise reasonable and appropriate compensation . 

Remuneration Committee normally meets at least once a year to review the remuneration policy and structure and determining the annual utive directors and senior management remuneration packages and other related matters. 

Strategic Investment and Risk Control Committee

Strategic Investment and Risk Control Committee consists of four members, namely Mr.Wang Xu( Chairman ) ,Mr.Zhu Hua and Mr. Chang Qing. 

Main duties of Strategic Investment and Risk Control Committee include the following: 

 1, to review the Company’s investment strategy; 

 2, risk review the Company's control; and 

 3, the Board recommended investment strategies and risk control policies and practices. 

Strategic Investment and Risk Control Committee shall normally be held at least once a year to review the investment and risk control issues.

The Nomination Committee

The Nomination Committee consists of three members, namely Mr.Wang Xu( Chairman ) , Mr. Chang Qing and Mr.Zhang Shiju. 

Main duties of the Nomination Committee include the following: 

 1, making recommendations to the Board on the composition of Board members according to the scale of the Company’s operations and corporate governance;

2 ,reviewing the structure, size and composition (including skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;

3, identifying and nominating individuals suitably qualified to become candidates to the Board and select or make recommendations to the Board;

4, assessing the independence of independent non-executive Directors;

5 ,making recommendations to the Board on the appointment or re-appointment of directors of the Company and succession planning for directors of the Company, in particular the chairman and the chief executive;

6, reviewing the Board’s diversity policy, as appropriate; and to review the measurable objectives that the Board has set for implementing the Board’s diversity policy and the progress of achieving the objectives; and make disclosure of its review results in the Corporate Governance Report annually;

7, reviewing the Board’s nomination policy, as appropriate, to ensure its effectiveness and regulatory compliances; and make recommendations to the Board on any proposed changes to the policy;

8 ,Where the Board proposes a resolution to elect an individual as an independent non-executive Director at the general meeting of the Company, the Committee should advise the Board on the these issues.

The Nomination Committee shall normally be held at least once a year