The board of directors (the “Board”) and management of China New Town Development Co., Ltd. (the “Company”) are committed to maintaining high standards of corporate governance principles and practices to enhance corporate transparency and accountability. Good corporate governance is an indispensable element for a sound company to protect and enhance shareholder value.
The board of directors shall be fully responsible for the proper operation of the company's business. The main role of the board of directors is to provide corporate leadership, set strategic goals and ensure that the company and its subsidiaries (collectively referred to as the "Group") have the necessary financial and human resources to enable the group to achieve its goals and to protect and promote the company’s shareholders ( "Shareholders") long-term value. The board of directors sets the overall strategy for the Group and reviews the performance of the management. To perform this duty, the board of directors is responsible for the overall corporate governance of the Group, including setting up a prudent and effective control framework, formulating its strategic guidelines, setting management goals and monitoring the achievement of these goals. The board of directors has established three (3) board committees including the audit committee (the “audit committee”), the nomination committee (the “nomination committee”) and the remuneration committee (the “remuneration committee”) (collectively referred to as the “Board Committees”), and they assist the board in performing Its responsibilities. The effectiveness of each board committee is also regularly monitored. The board of directors convenes at least four meetings a year to review financial performance, performance in each period, major investments and other matters that are material to the Group, approximately once every quarter. The articles of association allow meetings of the board of directors or board committees to be convened by telephone or similar communication.
The nomination committee consists of three members, all members including the chairman are independent non-executive directors. The members of the nomination committee are as follows:
The Nomination Committee has adopted the current terms of reference on April 16, 2021. Its main powers are:
1. Establish formal and transparent procedures, appoint new directors to the board of directors and re-appoint the company’s retiring directors ("Directors");
2. Evaluate the overall effectiveness of the board of directors and the contribution of each director to the effectiveness of the board of directors;
3. After considering the corporate governance principles and codes, take relevant actions within the scope of its powers, including but not limited to the company’s senior staff and Employees request information;
4. Obtain relevant independent professional opinions (if necessary). The cost of appointing relevant consultants shall be borne by the company.
The audit committee consists of three members, all members including the chairman are independent non-executive directors. The members of the audit committee are as follows:
The Audit Committee has adopted the terms of reference on April 16, 2021. Its main powers are:
1. Assist the company’s board of directors (the “Board”) in fulfilling its accounting policies, risk management and internal control systems, financial reporting practices, and Responsibilities for business policies;
2. To monitor whether the management is committed to establishing and maintaining a satisfactory monitoring environment and effective risk management and internal control systems (including any arrangements for internal audits);
3. As other directors, financial management team and the The central point of communication between the company’s internal and external auditors, with regard to financial and other reporting, risk management and internal control, external and internal audits and other financial and accounting matters determined by the board of directors from time to time in their duties, and Consider whether the audit arrangements are adequate;
4. Assist the board of directors in providing independent reviews on the effectiveness of the financial reporting procedures, risk management and internal control systems of the company and its subsidiaries (the "Group"), monitor the audit procedures, and perform the tasks assigned by the board from time to time Other duties and responsibilities.
The remuneration committee consists of four members, all members including the chairman are independent non-executive directors. The members of the remuneration committee are as follows:
The Remuneration Committee adopted the terms of reference on April 16, 2021. Its main powers are:
1. Establish a fair and transparent procedure, and develop a remuneration policy based on the remuneration of all directors and senior management of the company and the company’s individual Directors determine the remuneration package, but none of the directors can participate in determining their own remuneration;
2. Review and approve management’s remuneration proposals in accordance with the corporate policies and objectives set by the board of directors.
3. After considering the corporate governance principles and codes, take relevant actions in accordance with the terms of reference deemed appropriate, including but not limited to soliciting information from the company’s senior staff and employees;
4. Seeking professional advice from inside and outside the company on the remuneration of all directors . The remuneration committee must ensure that the current relationship (if any) between the appointed remuneration consultant and the company should not affect its independence and objectivity; perform other duties and responsibilities assigned by the board from time to time.
The board of directors (the “Board”) and management of China New Town Development Co., Ltd. (the “Company”) are committed to maintaining high standards of corporate governance principles and practices to enhance corporate transparency and accountability. Good corporate governance is an indispensable element for a sound company to protect and enhance shareholder value.
The board of directors shall be fully responsible for the proper operation of the company's business. The main role of the board of directors is to provide corporate leadership, set strategic goals and ensure that the company and its subsidiaries (collectively referred to as the "Group") have the necessary financial and human resources to enable the group to achieve its goals and to protect and promote the company’s shareholders ( "Shareholders") long-term value. The board of directors sets the overall strategy for the Group and reviews the performance of the management. To perform this duty, the board of directors is responsible for the overall corporate governance of the Group, including setting up a prudent and effective control framework, formulating its strategic guidelines, setting management goals and monitoring the achievement of these goals. The board of directors has established three (3) board committees including the audit committee (the “audit committee”), the nomination committee (the “nomination committee”) and the remuneration committee (the “remuneration committee”) (collectively referred to as the “Board Committees”), and they assist the board in performing Its responsibilities. The effectiveness of each board committee is also regularly monitored. The board of directors convenes at least four meetings a year to review financial performance, performance in each period, major investments and other matters that are material to the Group, approximately once every quarter. The articles of association allow meetings of the board of directors or board committees to be convened by telephone or similar communication.
The audit committee consists of three members, all members including the chairman are independent non-executive directors. The members of the audit committee are as follows:
The Audit Committee has adopted the terms of reference on April 16, 2021. Its main powers are:
1. Assist the company’s board of directors (the “Board”) in fulfilling its accounting policies, risk management and internal control systems, financial reporting practices, and Responsibilities for business policies;
2. To monitor whether the management is committed to establishing and maintaining a satisfactory monitoring environment and effective risk management and internal control systems (including any arrangements for internal audits);
3. As other directors, financial management team and the The central point of communication between the company’s internal and external auditors, with regard to financial and other reporting, risk management and internal control, external and internal audits and other financial and accounting matters determined by the board of directors from time to time in their duties, and Consider whether the audit arrangements are adequate;
4. Assist the board of directors in providing independent reviews on the effectiveness of the financial reporting procedures, risk management and internal control systems of the company and its subsidiaries (the "Group"), monitor the audit procedures, and perform the tasks assigned by the board from time to time Other duties and responsibilities.
The nomination committee consists of three members, all members including the chairman are independent non-executive directors. The members of the nomination committee are as follows:
The Nomination Committee has adopted the current terms of reference on April 16, 2021. Its main powers are:
1. Establish formal and transparent procedures, appoint new directors to the board of directors and re-appoint the company’s retiring directors ("Directors");
2. Evaluate the overall effectiveness of the board of directors and the contribution of each director to the effectiveness of the board of directors;
3. After considering the corporate governance principles and codes, take relevant actions within the scope of its powers, including but not limited to the company’s senior staff and Employees request information;
4. Obtain relevant independent professional opinions (if necessary). The cost of appointing relevant consultants shall be borne by the company.
The remuneration committee consists of four members, all members including the chairman are independent non-executive directors. The members of the remuneration committee are as follows:
The Remuneration Committee adopted the terms of reference on April 16, 2021. Its main powers are:
1. Establish a fair and transparent procedure, and develop a remuneration policy based on the remuneration of all directors and senior management of the company and the company’s individual Directors determine the remuneration package, but none of the directors can participate in determining their own remuneration;
2. Review and approve management’s remuneration proposals in accordance with the corporate policies and objectives set by the board of directors.
3. After considering the corporate governance principles and codes, take relevant actions in accordance with the terms of reference deemed appropriate, including but not limited to soliciting information from the company’s senior staff and employees;
4. Seeking professional advice from inside and outside the company on the remuneration of all directors . The remuneration committee must ensure that the current relationship (if any) between the appointed remuneration consultant and the company should not affect its independence and objectivity; perform other duties and responsibilities assigned by the board from time to time.