2.4 Committees

①   Remuneration committee 薪酬委員會(huì)

②   Nomination committee 提名委員會(huì)

③   Audit committee 審計(jì)委員會(huì)

—— Standing committees

①   Remuneration committee 薪酬委員會(huì)

?        The committee is staffed by NEDs (All NEDs)

?        The committee needs to determine both the organisation's general policy on the remuneration of executive directors and specific remuneration packages for each director

②   Nomination committee 提名委員會(huì)

The committee is staffed by a balance between executives and independent non-executives (EDs + NEDs)

The board should set up a nomination committee to oversee the process for board appointments and make recommendations to the board

③     Audit committee 審計(jì)委員會(huì)

The committee is staffed by NEDs (All NEDs, at least one have financial experience)

The main duties of the audit committee:

ü Review of financial statements and systems

ü Liaison with external auditors (appoint and remove external auditors)

ü Review of internal audit

ü Review of internal control

ü Investigations

ü Review of risk management (this may be carried out by a separate risk committee)

2.5 Reporting on corporate governance

Listed companies are required to make the following general disclosures:

(a) A narrative statement of how they have applied the principles set out in the UK Corporate Governance Code (FRC, 2018)

(b) A statement as to whether or not they complied with the provisions set out in the UK Corporate Governance Code (FRC, 2018). Listed companies that did not comply must give reasons for non-compliance

In addition, further statements may be required：

ü Director's responsibility for preparing accounts

ü Business is a going concern

ü Information of BOD

ü Brief report on the remuneration, audit and nomination committees

ü Relations with auditors

ü Effectiveness of internal control

ü Dialogue with shareholders

ü Sustainability report 可持續(xù)發(fā)展報(bào)告

ü Operating and financial review 業(yè)務(wù)和財(cái)務(wù)評(píng)價(jià)