The Group believes good corporate governance is one of the critical factors for achieving sustainable long-term success. The corporate governance principles of the Company emphasize on the importance of a quality Board and accountability to shareholders. We will regularly review our corporate governance practices based on these principles to maintain the long-term health of the Company.

The Company has 3 Board committees: Executive Committee, Audit Committee and Remuneration Committee. They adopted formal terms of reference. The Executive Committee has delegated powers to exercise all general powers of the Board, save and except for reserved matters. The Audit Committee assists the Board in considering how it will apply the financial reporting and internal control principles and for maintaining an appropriate relationship with the Company's external auditors. The Remuneration Committee assists the Board in providing appropriate input into the formulation of remuneration policy and reviewing the implementation of the remuneration policy. The Board committees perform their respective roles and functions as mandated by the Board, and are subject to the oversight and guidance of the Board.

Each Director and employee is expected to adhere to high standard of ethical conduct and to be guided by two main principles: no insider dealing and avoid conflict of interests. The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as a code of conduct regarding directors' securities transactions. The Company has also established written guidelines on employees' securities transactions.

The Board leads and maintains effective control over the Company's activities, with executive responsibility for the running of the Company's business being delegated to Management. The internal control system of the Company includes a defined management structure with authority limits, which help to ensure good practice and governance thereby aligning corporate objectives and safeguarding company assets.

Board of Directors

• Executive Committee

The Executive Committee comprises all executive Directors and a non-executive Director. The committee has delegated powers to exercise all general powers of the Board, save and except for reserved matters. The committee meets frequently to manage the Company's business and review corporate policies and strategies.

• Audit Committee

The Audit Committee meets at least two times per annum. Its responsibilities include reviewing, assessing and making recommendations to the Board on financial reporting, auditing and internal control matters and discuss with the auditors and Management on issues arising from the annual audit and/or interim review of accounts.

Three out of four Audit Committee members are independent Directors. The chairman of the committee possesses the relevant financial management expertise and experience.

Main duties of the Audit Committee include:
 - Perform reviews on the half yearly and annual results
 - Perform reviews on financial and accounting policies and practices of the Group
 - Perform reviews on the relationships with external auditors, including remuneration independence,
   objectivity, effectiveness of the audit process and non-audit services
 - Perform reviews on the effectiveness of internal control system

• Remuneration Committee

The Remuneration Committee comprises four members, three of whom are independent Directors. The committee meets at least once per annum. In discharging their duties, they are required to review, assess and make recommendations to the Board on the remuneration policy and structure for all remuneration of Directors and Senior Management and determine the remuneration of executive Directors and Senior Management.

Main duties of the Remuneration Committee include:
 - Perform reviews on remuneration policy, organizational structure and human resources
    deployment
 - Perform an annual review on remuneration of executive Directors and Senior Management
 - Perform a review on the director fees proposal