LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS
The members of the board (“Board”) of directors (“Directors”) of Jingrui Holdings Limited are
set out below:
Mr. Yan Hao (Co-chairman and Chief Executive Officer)
Mr. Chen Xin Ge (Co-chairman)
Mr. Xu Hai Feng (Vice-president)
Mr. Chen Chao (Vice-president and Chief Financial Officer)
Independent Non-executive Directors
Mr. Han Jiong
Mr. Qian Shi Zheng
Dr. Lo Wing Yan William
There are 4 Board committees. The table below provides membership information of these committees on which each Board member serves.
The Audit Committee comprises three independent non-executive Directors, being Mr. Qian Shi Zheng (Chairman), Dr. Lo Wing Yan William and Mr. Han Jiong. The main duties of the Audit Committee are:
(1) to be primarily responsible for making recommendations to the Board on the appointment, re-appointment and removal of the external auditors, to approve the remuneration and terms of engagement of the external auditors, and to deal with any questions of their resignation or dismissal;
(2) to review and monitor the external auditors’ independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. The Audit Committee should discuss with the auditors the nature and scope of the audit and reporting obligations before the audit commences;
(3) to develop and implement policy on engaging external auditors to supply non-audit services. For this purpose, “external auditor” includes any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party knowing all relevant information would reasonably conclude to be part of the audit firm nationally or internationally. The Audit Committee should report to the Board, identifying and making recommendations on any matters where action or improvement is needed;
(4) to monitor integrity of the Company’s financial statements and annual reports and accounts, interim reports and, if prepared for publication, quarterly reports, and to review significant financial reporting judgments contained in them. In reviewing these reports before submission to the Board, the Audit Committee should focus particularly on:
(4.1) any changes in accounting policies and practices;
(4.2) major judgmental areas;
(4.3) significant adjustments resulting from audit;
(4.4) the going concern assumptions and any qualifications;
(4.5) compliance with accounting standards; and
(4.6) compliance with the Listing Rules and legal requirements in relation to financial reporting;
(5) regarding paragraph (4) above:
(5.1) members of the Audit Committee should liaise with the Board and the Company’s senior management and the Audit Committee must meet, at least twice a year, with the Company’s external auditors; and
(5.2) the Audit Committee should consider any significant or unusual items that are, or may need to be, reflected in the report and accounts, and it should 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;
(6) to review the Company’s financial reporting system and internal control procedure;
(7) to discuss the risk management and internal control systems with management to ensure that management has performed its duty to establish and maintain effective systems. This discussion should include the adequacy of resources, staff qualifications and experience, training programs and budget of the Company’s accounting and financial reporting function;
(8) to consider major investigation findings on risk management and internal control matters on its own initiative or as delegated by the Board and management’s response to these findings;
(9) to ensure coordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor its effectiveness;
(10) to review the Group’s financial and accounting policies and practices;
(11) to review the external auditors’ management letter, any material queries raised by the auditors to management about accounting records, financial accounts or systems of control and management’s response;
(12) to ensure that the Board will provide a timely response to the issues raised in the external auditors’ management letter;
(13) to report to the Board on the matters included under the heading “Audit Committee” in Appendix 14 to the Listing Rules;
(14) to review arrangements which employees of the Company can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters. The Audit Committee shall ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action;
(15) to act as the key representative body for overseeing the Company’s relations with the external auditors;
(16) the Audit Committee shall establish a whistleblowing policy and system for employees and those who deal with the Company to raise concerns, in confidence, with the Committee about possible improprieties in any matter related to the Company; and
(17) to consider other matters as referred to the Audit Committee by the Board.
The Remuneration Committee comprises three members, being independent non-executive Directors, Mr. Han Jiong (Chairman) and Dr. Lo Wing Yan William and executive Director, Mr. Chen Xin Ge. A majority of the members of the Remuneration Committee are independent non-executive Directors. The main duties of the Remuneration Committee are:
(1) to make recommendations to the Board on the Company’s policy and structure for all Directors’ and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;
(2) to review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives;
(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 their office or appointment;
(4) to make recommendations to the Board on the remuneration of the non-executive Directors;
(5) to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group;
(6) to review and approve compensation payable to executive Directors and senior management of the Company for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;
(7) to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate;
(8) to ensure that no Director or any of his/her associates is involved in deciding his/her own remuneration;
(9) consult with the Company’s chairman and/or the president/managing director/chief executive officer about their remuneration proposals for other executive Directors; and
(10) to consider all other matters as referred to the Remuneration Committee by the Board.
The Remuneration Committee has adopted the model described in code provision B.1.2 (c)(ii) of the CG Code.
The Nomination Committee comprises three members, being executive Director Mr. Yan Hao (Chairman), and independent non-executive Directors Mr. Han Jiong and Dr. Lo Wing Yan William. A majority of the members of the Nomination Committee are independent non-executive Directors. The main duties of the Nomination Committee are:
(1) to review the structure, size and composition (including cultural and educational background, professional experience, skills, knowledge, independence, gender and length of service) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;
(2) to identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships;
(3) to assess the independence of independent non-executive Directors; and
(4) to make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the chairman and the chief executive.
The main policy and procedures for nomination of Directors are:
(1) The nomination of new Directors shall be first deliberated by the Nomination Committee and then considered and approved by the Board;
(2) When nominating a Director, the Nomination Committee shall assess whether the nominee has the integrity, skills, experience and diverse perspectives required by the business of the Company, and can devote time and energy to fulfilling the duties and responsibilities;
(3) When nominating a Director, the Nomination Committee shall take into account of the contributions the nominee can bring to the Board in terms of culture and education background, professional experience, skills, knowledge, independence, gender and length of service diversity; and
(4) The responsibility of the selection and appointment of Directors shall be taken by all Directors.
Risk Management Committee
The Risk Management Committee was established on 23 October 2015 and comprises three independent non-executive Directors, being Mr. Qian Shi Zheng (Chairman), Mr. Han Jiong and Dr. Lo Wing Yan William. The main duties of the Risk Management Committee are:
(1) to review the risk management and internal controls policy and standard of the Company, as well as the fundamental concepts and scope of compliance management;
(2) to review and make recommendation to the Board on the overall target and basic policy of the compliance and risk management;
(3) to supervise, monitor and make recommendation to the Board on the establishment of risk and compliance management system of the Company and its development;
(4) to supervise and monitor the Company’s exposure to sanctions law and implementation of the related internal control policies and procedures adopted by the Company;
(5) to review the compliance reports and risk assessment reports that need to be reviewed by the Board, and to make recommendation to the Board on improvement of the Company’s compliance and risk management;
(6) to review and monitor the training and continuous professional development of the Directors and senior management of the Company;
(7) to monitor the effective implementation of the risk and compliance management by the management of the Company, and to evaluate the performance of the senior management of the Company responsible for risk and compliance management;
(8) to evaluate and advise on the risks involved in major decisions that need to be reviewed by the Board and solutions to the major risks; and
(9) to review and evaluate the effectiveness of the risk management and internal control policies and procedures with respect to sanctions law matters from time to time.
The Risk Management Committee has completed an annual review of the risk management and internal control systems of the Group, including amongst others, sufficiency of resources, qualification and experiences of staff, and their training plans and budgets.
As required by Rule 13.92 of the Listing Rules, the nomination committee (or the board) shall develop a policy concerning board diversity. The Company adopted a board diversity policy (the “Board Diversity Policy”) on 18 March 2014, and amended it on 19 December 2018.
The Nomination Committee is mainly responsible for identifying talent with adequate qualification to serve as a board member, and will take into account the Board Diversity Policy. The Board Diversity Policy would be reviewed by the Board on a regular basis to ensure continuous efficiency.