Cosmo Lady (China) Holdings Company Limited | 都市麗人(中國)控股有限公司
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Board Committees

The company has established the following committees under the Board: the Audit Committee, the Nomination Committee and the Remuneration Committee. The committees operate in accordance with terms of reference established by the Board.


Audit Committee

The Audit Committee consists of three independent non-executive Directors, being Mr. Yau Chi Ming, Dr. Dai Yiyi and Mr. Chen Zhigang. The chairman of the Audit Committee is Mr. Yau Chi Ming.

The primary duties of the Audit Committee include, but are not limited to, the following:
  1. to propose the appointment or removal of the external auditor of the Company and to approve the remuneration and terms of engagement of the external auditor, and any questions of its resignation or dismissal;
  2. to review and monitor the independence and objectivity of the external auditors and the effectiveness of the audit process;
  3. to discuss with the auditor on the nature and scope of the audit and reporting obligations prior to the commencement of the audit;
  4. to develop and implement policy on engaging an external auditor to supply non-audit services and to report to the Board, identifying and making recommendations on any matters where action or improvement is needed;
  5. to monitor integrity of the issuer’s financial statements and annual report and accounts, half-year report and, if prepared for publication, quarterly reports, and to review significant financial reporting judgments contained in them;
  6. to oversee the Company’s financial controls, internal control and risk management systems and their implementation;
  7. to discuss the internal control systems with management to ensure that management has performed its duty to maintain an effective internal control;
  8. to consider major investigation findings on internal control matters as delegated by the Board or on its own initiative and management’s response to these findings systems;
  9. to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the issuer, and to review and monitor its effectiveness;
  10. to review the group’s financial and accounting policies and practices;
  11. to review the external auditor’s management letter, any material queries raised by the auditor 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 auditor’s management letter and to report to the Board on the matters in this code provision
  13. to review the arrangements for employees to raise concerns about financial reporting improprieties

Terms of Reference


Remuneration Committee

The Remuneration Committee consists of two independent non-executive Directors, being Dr. Dai Yiyi and Mr. Chen Zhigang, and one executive Director, being Mr. Zhang Shengfeng. The chairman of the Remuneration Committee is Dr. Dai Yiyi.

The primary duties of the Remuneration Committee include, but are not limited to, the following:
  1. to make recommendations to the Board on our policy and structure for all Directors’ and senior management’s remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;
  2. to review and approve senior 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 or to determine, with delegated responsibility, the remuneration packages of individual executive Directors and senior management;
  4. to make recommendations to the board on the remuneration of 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 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 associates is involved in deciding his own remuneration.

Terms of Reference


Nomination Committee

The Nomination Committee consists of one executive Director, being Mr. Zheng Yaonan and two independent non-executive Directors, being Mr. Yau Chi Ming and Mr. Chen Zhigang. The chairman of the Nomination Committee is Mr. Zheng Yaonan.

The primary duties of the Nomination Committee include, but are not limited to, the following:
  1. to review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement our corporate strategy;
  2. to identify individuals suitably qualified to become members of the Board 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;
  4. to make recommendations to the Board on the appointment and re-appointment of Directors and succession planning for Directors, in particular the chairman and the chief executive officer.

Terms of Reference


Risk Management Committee

The Risk Management Committee consists of three Independent Non-executive Directors, Mr. CHEN Zhigang, Mr. YAU Chi Ming and Dr. DAI Yiyi. The chairman of the Risk Management Committee is Mr. CHEN Zhigang.

The primary duties of the Risk Management Committee include, but are not limited to, the following:
  1. oversee the design, implementation and monitoring of the risk management system carried out by the management on an ongoing basis;
  2. analyse and independently assess whether the system in managing risk is sufficient, efficient and effective;
  3. monitor and review the process of risk management and advise the Board about the effectiveness of and improvements to be made to the existing risk management system;
  4. consider and continuously monitor the Company’s risk management strategies; provide guidelines to the management on risk management and set up procedures to unveil, assess and manage material risk factors, and ensure management discharges its responsibility to implement an effective risk management;
  5. decide on risk levels, risk appetite and related resources allocation;
  6. evaluate major decisions affecting the Group’s risk profile or exposure and give such directions as it considers appropriate and make recommendations to the Board;
  7. evaluate major risk management activities and make recommendations to the Board;
  8. consider the effectiveness of decision making process in crisis and emergency
  9. situations and maintain the Company’s risk management standards;
  10. review the systems of the Company on risk management;
  11. discuss the risk management system with management to ensure that management has performed its duty to have an effective risk management system. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company’s accounting and financial reporting function;
  12. consider major investigation findings on risk management matters as delegated by the Board or on its own initiative and management’s response to these findings;
  13. on an annual basis report to the Board on the effectiveness of the risk management systems of the Company and its subsidiaries;
  14. report to the Board on the matters set out herein; and
  15. consider other topics, as defi ned by the Board.

Terms of Reference


Memorandum and Articles of Association

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Procedures for Shareholders to Propose a Person for Election as Director

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List of Directors and Their Roles and Functions

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Shareholders Communication Policy

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