Corporate Governance

Audit Committee

List of Audit Committee Members and their Roles

The Audit Committee of Haitong International Securities Group Limited was established on 17 July 1998 and is currently composed of the following members:

  • Committee Members :

    Non-executive DirectorMs. WANG MeijuanMr. ZHANG Xinjun

    Independent Non-executive DirectorsMr. WAN Kam ToMr. TSUI Hing Chuen, WilliamMr. LAU Wai Piu

  • Chairman of the Committee :

    Mr. WAN Kam To

  • Secretary of the Committee :

    Mr. LO Wai Ho

Terms of Reference of Audit Committee

Adopted as amended by the board of directors (the “Board”) of Haitong International Securities Group Limited (the “Company”) on 30 March 2012.

  • A. Constitution

    A.1 The Board of the Company had resolved to establish a committee of the Board, namely the audit committee (the “Committee”), on 17 July 1998 in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and Bye-law 120(1) of the Company’s New Bye-laws.

    A.2 The Committee shall report to the Board directly. Details of the Committee are set out below.

  • B. Membership

    B.1 The members of the Committee shall be appointed by the Board from amongst the non-executive directors of the Company and shall consist of a minimum of 3 members, at least one of whom is an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise as required under rule 3.10(2) of the Listing Rules. The majority of the Committee members must be independent non-executive directors of the Company.

    B.2 The chairman of the Committee shall be appointed by the Board and should be an independent non-executive director.

    B.3 The company secretary shall be the secretary of the Committee.

    B.4 A former partner of the Company’s existing auditing firm should be prohibited from acting as a member of the Committee for a period of 1 year commencing on the date of his ceasing:-
    (a) to be a partner of the firm; or (b) to have any financial interest in the firm,
    whichever is later.

  • C. Attendance at meetings

    C.1 The Group Chief Financial Officer, the Group Finance Director, the Group Internal Auditor and a representative of the external auditors shall normally attend meetings of the Committee. Other Board members shall also have the right of attendance. However, at least once a year the Committee shall meet with the external and internal auditors without the presence of the executive Board members.

    C.2 The company secretary shall be the secretary of all meetings of the Committee. In the absence of the company secretary in any meeting of the Committee, a member of the Committee or the alternate of the company secretary shall act as the secretary of the meeting of the Committee.

  • D. Frequency and proceedings of meetings

    D.1 Meetings shall be held not less than twice a year. The external auditors or any members of the Committee may request for additional meetings with or without the presence of executive directors if they consider that are necessary.

    D.2 The quorum necessary for meetings of the Committee shall be 3 members.

    D.3 Proceedings of meetings of the Committee shall be governed by the provisions contained in the Company’s New-laws for regulating the meetings and proceedings of the Board so far as the same are applicable.

  • E. Authority

    E.1 The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employees and all employees are directed to co-operate with any reasonable requests made by the Committee.

    E.2 The Committee is authorised by the Board, subject to prior discussion concerning the cost, to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

    E.3 The Committee shall be provided with sufficient resources to discharge its duties.

  • F. Duties

    F.1 The duties of the Committee shall include the following:-

    F.1.1 to make recommendations to the Board on the appointment, reappointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and any questions of resignation or dismissal of that auditor;

    F.1.2 to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards; to discuss with the external auditor the nature and scope of the audit and reporting obligations before the audit commences; and to ensure co-ordination when more than one audit firm is involved;

    F.1.3 to develop and implement policy on engaging an external auditor to supply non-audit services; and to report to the Board, identifying and making recommendations on any matters where action or improvement is needed;

    F.1.4 to review annual reports and accounts, half-year reports and, if prepared for publication, quarterly reports before submission to the Board, focusing particularly on but not limited to:
    (a) any changes in accounting policies and practices; (b) major judgmental areas; (c) significant adjustments resulting from audit; (d) the going concern assumptions and any qualifications; (e) compliance with accounting standards; and (f) compliance with the Listing Rules and other legal requirements in relation to financial reporting.

    F.1.5 In regard to F.1.4 above:
    (a) members of the Committee should liaise with the Board and senior management and the Committee must meet, at least twice a year, with the auditors; and (b) the Committee should consider any significant or unusual items that are, or may need to be, reflected in such reports and accounts and must give due consideration to any matters that have been raised by the Company’s staff responsible for the accounting and financial reporting function, compliance officer or auditors;

    F.1.6 to review the Company’s financial controls, internal control and risk management systems;

    F.1.7 to discuss the internal control system with the management and ensure that management has put in place an effective internal control system including the adequacy of resources, qualifications and experience of staff of the Company’s accounting and financial reporting function, and their training programmes and budget;

    F.1.8 to consider any findings of major investigations of internal control weaknesses and management’s response to these findings;

    F.1.9 to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate reporting system within the Company, and to review and monitor the effectiveness of the internal audit function;

    F.1.10 to review the group’s financial and accounting policies and practices;

    F.1.11 to review the external auditor’s management letter and management’s response;

    F.1.12 to ensure that the Board will provide a timely response to the issues raised in the external auditor’s management letter;

    F.1.13 to review regularly the arrangements by which employees can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters, and to ensure that proper arrangements are in place for fair and independent investigation of these concerns and appropriate follow up action;

    F.1.14 to act as the key representative body for overseeing the Company’s relations with the External Auditors; and

    F.1.15 to consider other topics, as defined by the Board.

  • G. Reporting procedures

    G.1 Draft minutes of the meetings of the Committee shall be sent to all members of the Committee for their comment within a reasonable time after the meetings.

    G.2 Final versions of minutes of the meetings of the Committee shall be sent to all members of the Board for their records within a reasonable time after the meetings.

    G.3 Full minutes of the meetings of the Committee should be kept by the company secretary.

Remuneration Committee

List of Remuneration Committee Members and and their Roles

The Remuneration Committee of Haitong International Securities Group Limited was established on 12 April 2005 and is currently composed of the following members:

  • Committee Members :

    Chairman and Non-executive DirectorMr. QU Qiuping

    Non-executive DirectorMr. CHENG Chi Ming, Brian

    Independent Non-executive DirectorsMr. TSUI Hing Chuen, WilliamMr. LAU Wai PiuMr. WEI Kuo-chiang

  • Chairman of the Committee :

    Mr. TSUI Hing Chuen, William

  • Secretary of the Committee :

    Mr. LO Wai Ho

Terms of Reference of Remuneration Committee

Adopted as amended by the board of directors (the “Board”) of Haitong International Securities Group Limited (the “Company”) on 30 March 2012.

  • A. Constitution

    A.1 The Board of the Company had resolved to establish a committee of the Board, namely the remuneration committee (the “Committee”), on 12 April 2005 in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and Bye-law 120(1) of the Company’s New Bye-laws.

    A.2 The Committee shall report to the Board directly. Details of the Committee are set out below.

  • B. Membership

    B.1 The members of the Committee shall be appointed by the Board from amongst the non-executive directors of the Company and shall consist of a minimum of 3 members. The majority of the Committee members must be independent non-executive directors of the Company.

    B.2 The chairman of the Committee shall be appointed by the Board and should be an independent non-executive director.

    B.3 The company secretary shall be the secretary of the Committee.

  • C. Attendance at meetings

    C.1 The Group Chief Financial Officer, the Group Finance Director and the Group Human Resources Director shall normally attend meetings of the Committee. Other Board members shall also have the right of attendance.

    C.2 The company secretary shall be the secretary of all meetings of the Committee. In the absence of the company secretary in any meeting of the Committee, a member of the Committee or the alternate of the company secretary shall act as the secretary of the meeting of the Committee.

  • D. Frequency and proceedings of meetings

    D.1 Meetings shall be held at least once a year. The chairman of the Committee may request for additional meetings if he considers that is necessary.

    D.2 The quorum necessary for meetings of the Committee shall be 3 members.

    D.3 Proceedings of meetings of the Committee shall be governed by the provisions contained in the Company’s New-laws for regulating the meetings and proceedings of the Board so far as the same are applicable.

  • E. Authority

    E.1 The Committee is authorized by the Board to set remuneration policy of the Group and to fix remuneration packages of the executive directors and the Board as a whole within its terms of reference. It is authorized to seek any information it requires from any employees of the Company in order to perform its duties.

    E.2 The Committee should consult the Chairman of the Board and/or chief executive officer about their proposals relating to the remuneration of other executive directors and it is authorized to seek independent professional advice if considered necessary in performing its duties.

    E.3 The Committee should be provided with sufficient resources to perform its duties.

  • F. Duties

    F.1 The duties of the Committee shall include the following:-

    F.1.1 to make recommendations to the Board on the remuneration policy and structure of the Group for all directors and senior management and on the establishment of a formal and transparent procedure for developing remuneration policy;

    F.1.2 to review and approve the management’s remuneration proposals with reference to corporate goals and objectives resolved by the Board from time to time;

    F.1.3 to make recommendations to the Board on the remuneration packages of individual executive directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of office or appointment;

    F.1.4 to make recommendations to the Board on the remuneration of non-executive directors;

    F.1.5 to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the group;

    F.1.6 to review and approve the compensation payable to executive directors and senior management for any loss or termination of office or appointment to ensure that such compensation is consistent with contractual terms and that such compensation is otherwise fair and not excessive;

    F.1.7 to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are determined in consistent with contractual terms and are otherwise reasonable and appropriate; and

    F.1.8 to ensure that no director or any of his associates is involved in deciding his own remuneration.

  • G. Reporting procedures

    G.1 Draft minutes of the meetings of the Committee shall be sent to all members of the Committee for their comment within a reasonable time after the meetings.

    G.2 Final versions of minutes of the meetings of the Committee shall be sent to all members of the Board for their records within a reasonable time after the meetings.

    G.3 Full minutes of the meetings of the Committee shall be kept by the company secretary.

Nomination Committee

List of Nomination Committee Members and their Roles

The Nomination Committee of Haitong International Securities Group Limited was established on 30 March 2012 and is currently composed of the following members:

  • Committee Members :

    Chairman and Non-executive DirectorMr. QU Qiuping

    Independent Non-executive DirectorsMr. TSUI Hing Chuen, WilliamMr. LAU Wai PiuMs. LIU Yan

  • Chairman of the Committee :

    Mr. QU Qiuping

  • Secretary of the Committee :

    Mr. LO Wai Ho

Terms of Reference of Nomination Committee

Adopted by the board of directors (the “Board”) of Haitong International Securities Group Limited (the “Company”) on 30 March 2012 and re-adopted with the first amendment by the Board of the company on 12 November 2013.

  • A. Constitution

    A.1 The Board of the Company had resolved to establish a committee of the Board, namely the Nomination Committee (the “Committee”), on 30 March 2012 in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and Bye-law 120(1) of the Company’s New Bye-laws.

    A.2 The Committee shall report to the Board directly. Details of the Committee are set out below.

  • B. Membership

    B.1 The members of the Committee shall be appointed by the Board from amongst the non-executive directors of the Company and shall consist of a minimum of 3 members. The majority of the Committee members shall be independent non-executive directors of the Company.

    B.2 The Chairman of the Board shall be the chairman of the Committee.

    B.3 The company secretary shall be the secretary of the Committee.

  • C. Frequency and proceedings of meetings

    C.1 Meetings shall be held at least once every year. The chairman of the Committee may request for additional meetings as he deems necessary.

    C.2 Under normal circumstances, all Committee members are required to attend Committee meetings, however, the quorum necessary for a Committee meeting shall be 2 members.

    C.3 The company secretary shall be the secretary of all meetings of the Committee. In the absence of the company secretary in any meeting of the Committee, a member of the Committee or the alternate of the company secretary shall act as the secretary of the meeting of the Committee.

    C.4 Proceedings of meetings of the Committee shall be governed by the provisions contained in the Company’s New Bye-laws for regulating the meetings and proceedings of the Board so far as the same are applicable.

  • D. Authority

    D.1 The Committee is authorized by the Board to perform its duties within its terms of reference.

    D.2 In performing its duties, the Committee shall be provided with sufficient resources, which include seeking independent professional advices when necessary, at the Company's expense.

    D.3 The Committee shall report its decisions or recommendations to the Board, unless the Committee is unable to report due to legal or regulatory restrictions (such as a restriction on disclosure due to regulatory requirements).

  • E. Duties

    E.1 The duties of the Committee shall include the following:

    E.1.1 to review the structure, size and composition of the Board (including the skills, knowledge, experience of directors and the time devoted by the directors in fulfilling their responsibilities) at least once a year, and make recommendations on any changes to the Board made in accordance to the Company's corporate strategy;

    E.1.2 to make recommendations in respect of the appointment or re-appointment and the succession plan of directors (including but not limited to, the chairman and the chief executive officer) to the Board for its approval and implementation;

    E.1.3 to assess the independence of the independent non-executive directors; and

    E.1.4 to review the Board Diversity Policy, as appropriate, and review the measurable objectives that the Board has set for implementing the Board Diversity Policy, and the progress on achieving the objective; and make disclosure of its review results in the Corporate Governance Report of the Company's annual report annually.

  • F. Reporting procedures

    F.1 Draft minutes of the meetings of the Committee shall be sent to all members of the Committee for their comment within a reasonable time after the meetings.

    F.2 Final versions of minutes of the meetings of the Committee shall be sent to all members of the Board for their records within a reasonable time after the meetings.

    F.3 Full minutes of the meetings of the Committee shall be kept by the company secretary.

Risk Committee

List of Risk Committee Members and their Roles

The Risk Committee of Haitong International Securities Group Limited was established on 31 December 2015 and is currently composed of the following members:

  • Committee Members :

    Non-executive DirectorMr. William CHANMs. WANG Meijuan

    Independent Non-executive DirectorsMr. LAU Wai PiuMr. WEI Kuo-chiang

  • Chairman of the Committee :

    Mr. William CHAN

  • Secretary of the Committee :

    Mr. LO Wai Ho

Terms of Reference of Risk Committee

Adopted by the board of directors (the “Board”) of Haitong International Securities Group Limited (the “Company”) on 31 December 2015.

  • A. Constitution

    A.1 The Board of the Company had resolved to establish a committee of the Board, namely the risk committee (the “Committee”), on 31 December 2015 in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and Bye-law 120(1) of the Company’s New Bye-laws.

    A.2 The Committee shall report to the Board directly. Details of the Committee are set out below.

  • B. Membership

    B.1 The members of the Committee shall be appointed by the Board from amongst the non-executive directors of the Company and shall consist of a minimum of 3 members.

    B.2 The chairman of the Committee shall be appointed by the Board and should be a non-executive director.

    B.3 The company secretary shall be the secretary of the Committee.

  • C. Frequency and proceedings of meetings

    C.1 Meetings shall be held at least 4 times a year at approximately quarterly intervals. The chairman of the Committee may request for additional meetings as he/she deems necessary.

    C.2 The quorum necessary for meetings of the Committee shall be 3 members.

    C.3 Proceedings of meetings of the Committee shall be governed by the provisions contained in the Company’s New Bye-laws for regulating the meetings and proceedings of the Board so far as the same are applicable.

  • D. Authority

    D.1 The Committee is authorized by the Board to perform its duties within its terms of reference.

    D.2 The Committee is authorized by the Board, subject to prior discussion concerning the cost, to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

    D.3 The Committee shall be provided with sufficient resources to discharge its duties.

  • E. Duties

    E.1 The duties of the Committee shall include the following:

    E.1.1 to advise the Board on the Company’s and its subsidiaries’ (collectively, the “Group”) risk appetite statement(s), risk principles and other risk-related issues including corporate actions and propose strategic transactions such as mergers, acquisitions and disposals;

    E.1.2 to consider major investigation findings on risk management matters as delegated by the Board or on its own initiative and management response to these findings;

    E.1.3 to approve the Group’s risk policies and risk tolerances;

    E.1.4 to consider emerging risks relating to the Group’s business and strategies to ensure that appropriate arrangements are in place to control and mitigate the risks effectively;

    E.1.5 to review risk reports and breaches of risk tolerances and policies;

    E.1.6 to review and assess regularly the adequacy and effectiveness of the Group’s risk management framework, internal control system and risk management policies and procedures in identifying, measuring, monitoring and controlling risk, and oversee their effective operation, implementation and maintenance;

    E.1.7 to review and assess the effectiveness of the Group’s risk control/mitigation tools including the enterprise risk management programme, the risk management systems, the internal audit function relating to risk management and the Group’s contingency plans; and

    E.1.8 to review the Group’s capital adequacy and solvency level.

  • G. Reporting procedures

    G.1 Draft minutes of the meetings of the Committee shall be sent to all members of the Committee for their comment within a reasonable time after the meetings.

    G.2 Final versions of minutes of the meetings of the Committee shall be sent to all members of the Board for their records within a reasonable time after the meetings.

    G.3 Full minutes of the meetings of the Committee should be kept by the company secretary.