BOARD COMMITTEES AND MEMBERS

• Nominating and Corporate Governance Committee
  • Alec Yiu Wa Tsui
    
    (Chairman)
  • Clarence Yuk Man Chung
    
    (Member)
  • John William Crawford
    
    (Member)
• Audit and Risk Committee
  • John William Crawford
    
    (Chairman)
  • Clarence Yuk Man Chung
    
    (Member)
  • Alec Yiu Wa Tsui
    
    (Member)
• Compensation Committee
  • Alec Yiu Wa Tsui
    
    (Chairman)
  • Clarence Yuk Man Chung
    
    (Member)
  • John William Crawford
    
    (Member)

Audit and Risk Committee

The functions of the Audit and Risk Committee Charter are those that are required within the Revised Code of Corporate Governance issued by the SEC: to perform oversight responsibilities over the financial reporting process, system of internal control and risk management, internal and independent audit process, and monitoring of compliance with applicable laws, rules, and regulations and any significant related party transactions.

Section IV of the Company’s Audit and Risk Committee Charter outlines the Audit and Risk Committee’s key responsibilities which include:

1. Review quarterly financial statements and underlying support to ensure the quality and integrity of the Company’s financial statements;
2. Review and recommend the annual financial statements to the Board for inclusion within the annual report of the Company;
3. Independent auditor appointment, reappointment and retention, remuneration and terms of engagement;
4. Oversight of the work of the independent auditor;
5. Review the independence of the independent auditor;
6. Review the internal control and risk management systems;
7. Organize the internal audit department including appointment, engagement of independent internal auditors;
8. Review the work performed by the internal audit function; and
9. Coordinate, monitor and facilitate compliance with laws, rules and regulations relevant to the financial statements.

As set out in the Audit and Risk Committee’s Charter, the Audit and Risk Committee has delegated authority to:

1. Approve quarterly financial statements;
2. Pre-approve related party transactions;
3. Pre-approve non-audit services provided by independent auditor;
4. Approve any compensation payable by the Company for any approved audit or non-audit services to any such independent auditor, including the fees, terms and conditions for the performance of such services;
5. Approve the Internal Audit Charter and annual internal audit plan;
6. Approve any policies and procedures to identify, accept, mitigate, allocate or otherwise manage various types of risks presented from time to time by Management.

Internal Audit and Internal Control Compliance Charter (“IAICC”)

The IAICC assists the MRP Group in accomplishing its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of the organization’s internal control, risk management, compliance and governance processes. The IAICC provides for the authority of the IAICC Department to conduct audit, the audits scope, planning and approach, reporting and accountability. Emphasis is also made on the IACC’s independence and professional standards in the conduct of audit.

Compensation Committee

The function of the Compensation Committee is to ensure that the compensation of the directors and officers are consistent with the Company’s culture, strategy and the business environment in which it operates.

The Committee’s Charter includes the following key responsibilities:

1. Design (in consultation with management), recommend to the Board for approval, and evaluate the compensation plans, policies and programs of the Company;
2. Recommend compensation programs that are designed to encourage high performance, promote accountability and assure that the interests of employees and management are aligned with the business strategy of the Company and the interests of the Company’s shareholders.

As set out in the Committee’s Charter, the Committee has delegated authority to:

1. Establish the Company’s general compensation policy;
2. Oversee the development and implementation compensation programs;
3. Review at least annually the Company’s compensation scheme, incentive compensation plans and equity-based plans and oversee the administration of these plans;
4. Review and approve compensation arrangements for the directors, the COO, executive directors and senior management;
5. Review and approve management’s remuneration proposals;
6. Review and approve compensation arrangements relating to dismissal or removal of directors for misconduct; and
7. Oversee the Company’s regulatory compliance with respect to compensation matters.