Board committee

　　Role & Purpose of internal audit committee

　　(1) Consisting entirely of independent non-executive directors with atleast one has had relative accounting or financial experience.

　　(2) Reviewing financial statements and systems includingquarterly/interim/annual accounts, financial reporting and budgetary systems.

　　(3) Keeping liaison with external auditors, includingappointing/removing of the external auditors, considering the threats toexternal auditor independence, discussing the scope of external audit, acting asa forum between external auditors, internal auditors and financial director andhelping external auditors to obtain the information.

　　(4) Reviewing internal audit through the following aspects: standards,scope, resources, work plan and reporting.

　　(5) Reviewing internal control through the following aspects: theadequacy of internal control system (focusing on control environment)， legalcompliance/ethnic/codes of conduct, risk of fraud, and company’s annualstatement on internal control.

　　(6) Reviewing risk management through the following aspects: confirmingthere is a formal risk management policy in place, confirming risk managementis updated to reflect current position and strategy, and reviewing thearrangements in order to ensure that responsibilities are aware by manager andstaff.

　　(7) Involving in implementing and reviewing one-off investigation.

　　Role & Purpose of remunerationcommittee

　　(1) Consisting of independent non-executive directors.

　　(2) In charge of determining general remunerations policy on executivedirectors.

　　(3) Determining specific remuneration package for each director.

　　(4) Reporting to the shareholders about remuneration policy andpackages of individual directors.

　　Role & Purpose of nominationcommittee

　　(1) Overseeing the process for board appointments and make recommendationsto the board.

　　(2) Reviewing regularly the structure, size and composition of theboard. Ensure appropriate management diversity to board composition.

　　(3) Evaluating regularly the balance of skills, knowledge andexperience of the board. Consider the balance between executive director andnon-executive directors.

　　(4) Consider issues relating to re-election and reappointment ofdirectors.

　　Role & Purpose of riskcommittee

　　(1) Approving the organization’s risk management strategy and riskmanagement policy.

　　(2) Reviewing reports on key risks prepared by business operatingunits, management and the board.

　　(3) Monitoring overall exposure to risk and ensuring it remains withinlimits set by the board.

　　(4) Assessing the effectiveness of the organization’s risk managementsystems.

　　(5) Providing early warning to the board on emerging risk issues andsignificant changes in the company’s exposure to risks.

　　(6) Reviewing the company’s statement in conjunction with the auditcommittee, on internal control with reference to risk management.

　　Director’sremuneration

　　Remuneration policy& strategy

　　(Remuneration policy)

　　(1) Pay scales applied to each director’s package.

　　(2) Proportion of different types of reward within each package.

　　(3) What proportion of rewards should be related to measurableperformance.

　　(4) Transparency of directors’ remuneration.

　　(5) Period within which performance related elements become payable.

　　(Remuneration strategy)

　　(1) Board is motivated to strive to increase performance and adequatelyrewarded when performance improvements are achieved.

　　(2) Board is seen to be paid appropriately for their efforts andsuccess, and not be criticized for excessive pay.

　　(3) Remuneration strategy should create a link to corporate strategy.To what extent it links is a measure of the remuneration strategy’s success.

　　(4) Remuneration strategy should consider problems such as choice ofwrong measure, excessive focus on short-term results.

　　(5) Remuneration strategy should consider encouraging long-term loyaltythrough share purchases schemes, the availability of company resources, morebenefit in kind for lower basic salary.

　　Remuneration packages

　　(Basic salary)

　　Is not related to performance, but is determinedthrough benchmarking peer group salary, which how much other companies might beprepared to pay.

　　(Performance related bonuses)

　　It is elements of remuneration dependent onthe achievement of some of performance measurement criteria, such as cash bonus.

　　(Shares & share options)

　　(1) Share options are the most common form of long-term incentivescheme. It gives directors the right to buy shares at a specified exerciseprice over a specified time period in the future. If the stock price rises sothat it exceeds the exercise price by the time the option can be exercised,directors can buy at lower price than market price and then might sell it at aprofit.

　　(2) Share options can be used to give the executive the incentive tomanage the company in sch a way that share price rises so that it alignsmanagement and shareholder interests. This alignment would, in theory, overcomethe agency problem.

　　(Benefits in kind & Pensions)

　　(1) Benefits in kind are various non-wage compensations provided todirectors and employees in addition to their normal wages or salaries such aslife insurance, company car scheme, holidays, and loans.

　　(2) There may be separate pension scheme available for directors athigher rates than for employees.

　　Other Issues associated with directors’ remuneration

　　(Legal)

　　(1) Considering compensation for the directors in the case of earlytermination.

　　(2) Aiming to avoid rewarding poor performance.

　　(Ethical)

　　(1) Public reaction to high profile corporation failure where directorswere receiving what was perceived as excessive remuneration in relation totheir performance.

　　(2) Recent changes to best practice disclosure requirements on boardstructure and executive pay.

　　(3) Incorporating business ethics into performance-related remunerationsystem.

　　(Competitive)

　　(1) It is vital for a company to have a proficient, motivated board ofdirectors working for the interest of shareholders.

　　(2) Shareholders should provide the company with resources to recruitand retain directors under competitive terms.

　　(Regulatory)

　　(1) Directors need to submit a remuneration report to members at theannual general meeting each year.

　　(2) The report must provide full details of directors’ remuneration,and should be clear, transparent and understandable to shareholders.

　　(3) When an executive director serves as a non-executive directorelsewhere, the remuneration report should state whether or not the remunerationof that director will retain and what the remuneration is.

　　(4) The increasingly regulatory environment reflects the additionaldemand on and responsibilities of directors, and the heightened externalscrutiny to the remuneration of directors.