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The second session of ASMC's Board of Directors consists of 11 Directors, with effect from 2 March 2007 to 1 March 2010 and three of whom are independent non-executive Directors.
The Directors are elected at the shareholders' meeting for a term of three years, renewable upon re-election and re-appointment. An independent Director cannot concurrently hold the position of a Supervisor, manager or financial controller. The functions and duties conferred on the Board of Directors include convening shareholders' meetings and reporting its work to the shareholders' meetings, implementing the resolutions of the shareholders' meetings, determining the business plans and investment plans, formulating final accounts, formulating the proposals for dividend and bonus distributions and for the increase or reduction of share capital as well as exercising other powers, functions and duties as conferred by the company's articles of associations.
ASMC established an audit committee on 28 May 2004 with written terms of reference. The primary duties of the audit committee are to review and supervise the financial reporting process and internal control system, nominate and monitor external auditors and provide advice and comments to the Board of Directors.
The Audit Committee of the Company's second session of Board of Directors consists of five members. Mr. James Arthur WATKINS is chairman of the audit committee and the other members are Mr. Thaddeus Thomas BECZAK (who is the independent non-executive Director and possesses appropriate accounting or related financial management expertise for the purpose of Rule 3.10(2) of the Hong Kong Listing Rules), Mr.Chris BELDEN, Mr. SHEN Weijia and Mr. ZHU Peiyi.
Terms of Reference 
ASMC established a remuneration committee on 28 May 2004 with written terms of reference. The primary functions of the remuneration committee include determining the policies in relation to human resources management, reviewing the remuneration policies, determining the remuneration packages of the Directors, Supervisors, senior executives and managers, recommending and establishing annual and long-term performance criteria and targets as well as reviewing and supervising the implementation of all executive remuneration packages and employee benefits plans.
The remuneration committee of the Company's second session of the Board of Directors consists of three non-executive Directors with a majority of two independent non-executive Directors. Mr. CHEN Jianming is chairman of the remuneration committee and the other members are Mr. SHEN Weijia and Mr. James Arthur WATKINS.
Terms of Reference
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