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Corporate Governance
 
Board of Directors
 
Supervisory Committee
Independent Committees
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Audit Committee
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Nomination Committee
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Remuneration Committee
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Investment Review Committee
 
 
 
 
Board of Directors
The Board consists of eight Directors, one of whom is a non-executive Director and four of whom are independent non-executive Directors. The Directors were elected at shareholders' meetings of our Company for a term commencing on 25 April 2006 (except for Mr. Wu Xiaohua, the term of whose office commenced on 3 July 2006) and expiring on 24 April 2009, renewable upon re-election and re-appointment. The duties and responsibilities conferred on the Board include: convening shareholders' meetings and reporting its work to the shareholders' meetings, implementing the resolutions of the shareholders' meetings, determining our Company's business and investment plans, formulating our Company's annual budget and final accounts, formulating our Company's proposals for dividend and bonus distributions and for the increase or reduction of registered capital as well as exercising other powers, duties and responsibilities as conferred by the Articles of Association.
 Board of Directors members

Supervisory Committee
The supervisory committee is responsible for monitoring our Company's financial matters and overseeing the actions of the Board and the management personnel of our Company. Our supervisory committee consists of three Supervisors, one of whom is elected as shareholders' representative, one of whom is elected by the employees of our Company and one of whom is an independent Supervisor. The term of office of the Supervisors is three years. An elected Supervisor cannot concurrently hold the position of a Director, member of senior management or financial controller in our Company. The duties and responsibilities conferred on the supervisory committee include: attending board meetings, examining financial affairs, examining balance sheets, profit and loss accounts, business reports, dividend distribution proposals and other financial information proposed at shareholders' general meetings by the Directors from time to time and overseeing the actions of the Board and other senior management personnel of our Company when carrying out their duties. The supervisory committee is entitled to initiate legal proceedings against the Directors or senior management personnel on behalf of our Company upon the request of the shareholders pursuant to the Company Law. A resolution proposed at any meeting of the supervisory
 Supervisory Committee members

Independent Committees
Audit Committee  Regulations of Procedure for Audit Committee
Our Board has established an Audit Committee in compliance with the Rules 3.21 and 3.22 of the Hong Kong Listing Rules. The primary duties of the committee will be to review and supervise the financial reporting process and internal control system of our Company and provide advice and comments to the Board. The committee consists of three members who are all independent non-executive Directors of our Company. The Chairman is TSUI Yiu Wa, Alec. The other members are ZHANG Xinzhi and WU Xiaohua. Mr. TSUI Yiu Wa, Alec is an independent non-executive Director who we consider has appropriate professional qualifications or accounting or related financial management expertise required under Rules 3.10 and 3.21 of the Hong Kong Listing Rules, as he has been involved in financial analysis and corporate planning and management for 12 years at various international companies. Further, we believe that his previous senior positions at the SFC, the Hong Kong Stock Exchange, the Hong Kong Securities Institute and the Shenzhen Stock Exchange, coupled with his office as an independent non-executive director of various Hong Kong listed companies, have allowed him to develop the necessary expertise in financial management and internal audit to satisfy the requirements of Rules 3.10 and 3.21 of the Hong Kong Listing Rules.

Remuneration Committee  Rules of Procedure for Payment Committee
We have set up a Remuneration Committee in accordance with the Code on Corporate Governance Practices in the Hong Kong Listing Rules. The committee considers and makes recommendations to the Board for approval of the remuneration and other benefits paid by us to Directors and members of our senior management. It also makes recommendations to the Board on our policy and structure for remuneration of our Directors and senior management, including the performance assessment criteria and incentive plans. It also has the duty to monitor the implementation of our remuneration system. The committee consists of three members who are all Directors (including the majority being independent non-executive Directors). The Chairman is ZHANG Xinzhi who is our independent non-executive Director, and the other current members are WU Mengfei and TSUI Yiu Wa, Alec.

Nomination Committee  Board Rules of Procedure for Nomination Committee
The Board has set up a Nomination Committee in accordance with the Code on Corporate Governance Practices in the Hong Kong Listing Rules. The committee reviews the structure, size and composition (including skills, knowledge and experience) of our Board on a regular basis and makes recommendations to the Board of proposed changes. It assesses the independence of our independent non-executive Directors and makes recommendations to the Board on matters relating to appointment, re-appointment and succession planning for Directors. The committee consists of three members who are all Directors (including the majority being independent non-executive Directors). The Chairman is YANG Yexin who is an executive Director, and the other current members are WANG Wenshan and ZHANG Xinzhi both being our independent non-executive Directors.

Investment Review Committee
Constituent and Rules of Procedures of the Board’s Investment Review Committee
In October 2007,the Board of Directors set up an Investment Review Committee for high quality of investment decision-making. The Investment Review Committee is mainly responsible for reviewing the investment projects beyond the decision coverage of the Company’s management authorized by the Board, and proposing suggestion for the Board. The Committee has four members including two independent Non-executive Directors, Mr. Zhang Zhixin and Mr. TSUI Yiu Wa, Alec, the Non-executive Director,Mr. Wu Mengfei and the Executive Director, Mr. Yang Yexin among whom Mr. Zhang Zhixin is chairman.
 
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