The board of directors consists of 9 directors, 3 of whom are executive directors, namely Huang Ou, Zhu Zhaokai and Zhu Bin, 3 are non-executive directors, namely Gan Pin,Yao Minfang and Li An, and 3 are independent non-executive directors, namely Xi Juntong,Xu Jianxin and Liu Yunhong. Independent non-executive directors account for one-third of seats on the Board of Directors.
The members of the Board of Directors come from diverse professional backgrounds and have expertise in corporate management, technology development, financial management, strategic investment, human resources management, etc. The independent non-executive directors of the Company are familiar with the rights and obligations of both directors and independent non-executive directors of listed companies. By adopting a prudent and responsible attitude and giving full play to their experience and expertise, the independent non-executive directors have made great efforts in improving corporate governance and deliberating on major decisions. They give pertinent and objective opinions on major issues and connected transactions of the Company, promoting the scientific and standardized decision-making of the Board of Directors and effectively safeguarding the interests of the Company and its shareholders.
The Board of Directors formulates the Group's overall development strategy, monitors its financial performance and maintains effective supervision of the management. The Board of Directors works to maximize the interests of shareholders over the long run and to coordinate the business objectives and development directions of the group with the current economic and market environment. Daily operation and management are entrusted to the management.
The Board of Directors of the Company has established a Nomination Committee. The Committee can nominate candidates for the Board of Directors according to the terms of reference of the Nomination Committee. Pursuant to the Articles of Association, the Company's shareholders can also nominate director candidates. The list of director candidates is proposed and submitted by the Company's Board of Directors to the Shareholders' Meeting of the Company for approval. Written notice of the nomination of a director candidate and the candidate's indication of his/her willingness to accept the nomination shall be sent to the Company no earlier than the date of the notice of shareholders' meeting and no later than the date of the shareholders' meeting. The period of nomination and acceptance of nomination shall not be less than 7 days.
The Company's Nomination Committee is composed of two independent non-executive directors, Xi Juntong and Xu Jianxin and an executive director, Zhu Zhaokai. Xi Juntong serves as the Chairman.
The Company's Nomination Committee is primarily responsible for establishing the criteria, procedures and methods for the selection of director candidates, proposing to the Board of Directors the selection of director candidates and determining the qualified candidates, optimizing the composition of board members, and improving the corporate governance structure.
The Company's Board of Directors has established a Strategy Committee that is composed of three members: Huang Ou, Xu Jianxin and Xi Juntong.
The Strategy Committee meets regularly and primarily deliberates on the strategic planning of the Company.
The Company's Compensation Committee is composed of two independent non-executive directors, Xi Juntong, Xu Jianxin and Liu Yunhong. Xi Juntong serves as the Chairman.
The Compensation Committee meets regularly every year, basically discusses and deliberates on the remuneration of the company's directors, supervisors and senior executives as well as the procedures for establishing a remuneration plan, and proposes suggestions to the Board of Directors.
The Company's Audit Committee is primarily responsible for reviewing and supervising the financial reporting procedure and the internal control system, reporting its findings and recommendations to the Board of Directors, reviewing quarterly, semi-annual and annual financial statements as well as connected transactions, and reviewing the appointment and remuneration of auditors and other matters.
The Company's Audit Committee is composed of three independent non-executive directors, Xu Jianxin, Xi Junton and Liu Yunhong, and a non-executive director, Yao Minfang. Mr. Xu Jianxin serves as the Chairman. The working rules of the Audit Committee are revised in accordance with the latest securities listing rules issued by the Stock Exchange of Hong Kong Limited: the number of times the Audit Committee meets the auditor in the absence of the management is changed from at least once a year to at least twice a year, to discuss matters related to audit fees, any matters arising from the audit work, and other matters that the auditor would like to raise.