Our Board has established five Board Committees in order to manage the company effectively. The Audit, Nomination, and Remuneration Committees are Governance Board Committees. The Executive and Finance Committees are strategic and finance committees which are integral parts of the management process. Each of these Committees is governed by its own terms of reference which are available from the links below.
​Mr Patrick B. Paul, Independent Non-Executive Director and Chairman of the Audit Committee
​Audit Committee
​Audit Committee

Composition

  • Mr Patrick Paul (Independent Non-Executive Director) (Committee Chair)
  • Ms Ada Tse (Independent Non-Executive Director)
  • Mr Andrew Brandler (Non-Executive Director)
     
Main responsibilities
  • oversee the group's financial reporting and audit processes with management and the internal and external auditors
  • review the group's financial controls, risk management and internal control systems
  • monitor and review the effectiveness of the group's risk management and internal control systems and review annual audit plan and reports
  • oversee the scope of work of external auditor including endorsing fees paid to such in respect of non-audit work
  • review and monitor the company's corporate governance compliance matters
  • review the implementation and effectiveness of the Shareholder Communication Policy
     
Terms of reference (PDF)
Main Responsibilities Close
paris ceiling
​Nomination Committee
​Nomination Committee

Composition

  • The Hon. Sir Michael Kadoorie (Non-Executive Chairman) (Committee Chair)
  • Dr the Hon. Sir David Li (Independent Non-Executive Director)
  • Dr William Fung (Independent Non-Executive Director)
Main responsibilities
  • review the structure, size and composition of the Board
  • evaluate the balance and blend of skills, knowledge, experience and diversity of the Board and assist the Board in maintaining a Board skills matrix
  • review the implementation and effectiveness of the Board Diversity Policy and the progress on achieving the objectives set for implementing the policy
  • keep under review the leadership and succession needs of the organisation
  • review and make recommendations to the Board on the appointment or re-appointment of all Directors following the selection process as set out in the Nomination Policy for such an appointment
  • review the contributions, time commitment, training and continuous professional development of all Directors
  • support the Board in regular evaluations of the Board’s performance
     
Terms of reference (PDF)
Main Responsibilities Close
paris ceiling
Remuneration Committee
Remuneration Committee

Composition

  • Mr Patrick Paul (Independent Non-Executive Director) (Committee Chair)
  • Dr Rosanna Wong (Independent Non-Executive Director)
  • Mr Andrew Brandler (Non-Executive Director)
     
Main responsibilities
  • review and make recommendations to the Board on the remuneration policies and structure of all Directors and senior management
  • review and approve employment terms (including compensations, performance-related bonuses and retirement provisions) for the Executive Directors and senior management
  • review and recommend Non-Executive Directors’ fees based on workload in overseeing the businesses of the Company, market trends and practices
  • ensure that no Director approves his own remuneration
Terms of reference (PDF)
MAIN RESPONSIBILITIES Close
The Hon. Sir Michael Kadoorie
Executive Committee
Executive Committee

Composition

  • The Hon. Sir Michael Kadoorie (Non-Executive Chairman) (Committee Chair)
  • Mr Andrew Brandler (Non-Executive Deputy Chairman)
  • Ms Christobelle Liao (Interim Chief Executive Officer and Chief Corporate and Governance Officer)
Main responsibilities
  • develop and review strategic opportunities and significant investment proposals
  • evaluate the group’s competitive position and determine strategies to protect the brand, values and business principles of the group
  • oversee the implementation of strategic plans and investment proposals
  • monitor the group’s financial and operational plans and forecasts, and deliver these plans and monitor performance
  • interact with Finance Committee on its submissions
     
Terms of reference (PDF)
MAIN RESPONSIBILITIES Close
andrew brandler
Finance Committee
Finance Committee

Composition

  • Mr Andrew Brandler (Non-Executive Deputy Chairman) (Committee Chair)
  • Mr Diego González Morales (Non-Executive Director)
  • Ms Christobelle Liao (Interim Chief Executive Officer and Chief Corporate and Governance Officer)
  • Mr Keith Robertson (Chief Financial Officer)
     
Main responsibilities
  • review all financial aspects and budgets of significant acquisitions, investments, assets disposals and new projects commitments of the group
  • review and approve the establishment of the financial and annual operational plans, budgets, forecasts and any revisions of the group
  • review the group’s financial performances
  • review the establishment of corporate capital and operating contingencies and note the requests for drawing on contingencies within the approved budgets
  • endorse issuance and allotment of shares and share buy-back
  • review and approve major treasury policies
  • review and approve granting of guarantees and indemnities
  • review the annual insurance programme of the group
     
Terms of reference (PDF)
Main responsibilities Close

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