Corporate Governance Practices
Tongguan Gold Group Limited (the "Company") is a limited company incorporated in Bermuda and listed on The Stock Exchange of Hong Kong Limited.
The Company has a policy of seeking to comply with established best practice in corporate governance. The Board believes that good corporate governance is crucial to improve the efficiency and performance of the Group and to safeguard the interests of its shareholders.
The following documents in relation to the Company's corporate governance practices are available for download:
Board of Directors and Committees
In addition to the board of directors, the Company established an audit committee, a remuneration committee and a nomination committee with their respective functions as follows:
Board of Directors
The Board of Directors comprises of the following eight directors:
Executive Directors
Mr. Jiang Zhiyong (Chairman)
Mr. Shi Xingzhi
Mr. Shi Shengli
Mr. Yeung Kwok Kuen
Ms. Feng Fangqing
Independent Non-executive Directors
Mr. Chu Kang Nam
Mr. Liang Xushu
Mr. Leung Ka Wo
The principal roles of the Board are to oversee the strategic development, to determine the objectives, strategies and policies of the Group, to monitor and control the financial performance and to ensure effective internal controls and risk management. Implementation of strategies and day-to-day operations are delegated to the management. In order to better understand the respective accountabilities and contributions of the Board and management, the Company has adopted written terms of reference specifying a schedule of matters which should be reserved to the Board and which should be delegated to management.
Audit Committee
The Audit Committee is composed of three Independent Non-executive Directors and is as follows:
Mr. Leung Ka Wo (Committee's Chairman)
Mr. Chu Kang Nam
Mr. Liang Xushu
The Audit Committee is responsible for ensuring the quality and integrity of internal control, conducting review of the Group's accounting principles and practices, risk management and the Group's interim and annual accounts.
Remuneration Committee
The Remuneration Committee is composed of two Executive Directors and three Independent Non-executive Directors and as follows:
Mr. Chu Kang Nam (Committee's Chairman)
Mr. Liang Xushu
Mr. Leung Ka Wo
Mr. Jiang Zhiyong
Mr. Yeung Kwok Kuen
The principal responsibilities of the Remuneration Committee are to make recommendations to the Board on the overall remuneration policy, remuneration packages for the Directors and members of the senior management and on the establishment of a formal and transparent process for approving such remuneration policy.
Nomination Committee
The Nomination Committee is composed of one Executive Director and three Independent Non-executive Directors and as follows:
Mr. Chu Kang Nam (Committee's Chairman)
Mr. Liang Xushu
Mr. Leung Ka Wo
Mr. Jiang Zhiyong
The principal responsibilities of the Nomination Committee are to lead the process for the appointments of the member of the Board, and to identify and nominate suitable candidates for appointment to the Board and make recommendations to the Board.
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