Corporate Governance

MANAGEMENT AND CORPORATE GOVERNANCE

Management Reporting Structure

The management and reporting structure reflecting the reporting lines and functional

responsibilities of our Executive Directors and Executive Officers are set out in the chart below:

Corporate Governance

Our Directors recognise the importance of corporate governance and the maintenance of high standards of accountability to our shareholders. Our Board has established the Audit and Risk Management Committee.

Audit and Risk Management Committee 

Our Audit and Risk Management Committee comprises four members, namely Dr. Kan Yaw Kiong, Mr. Ang Swee Tian and Prof. Ni Mingjiang. The Chairman of our Audit

Committee is Dr. Kan Yaw Kiong. 

Our Audit and Risk Management Committee is responsible for:

(a) assisting our Board of Directors in discharging its statutory responsibilities on financing and accounting matters;

(b) reviewing significant financial reporting issues and judgments to ensure the integrity of the financial statements and any formal announcements relating to financial performance;

(c) reviewing the scope and results of the external audit and its cost effectiveness, and the independence and objectivity of the external auditors;

(d) reviewing the external auditor's audit plan and audit report, and the external auditor's evaluation of the system of internal accounting controls as well as reviewing our Group's implementation of any recommendations to address any control weaknesses highlighted by the external auditor;

(e) reviewing the key financial risk areas;

(f) reviewing the risk management structure and any oversight of the risk management

process and activities to mitigate and manage risk at acceptable levels determined by

our Board of Directors;

(g) reviewing and reporting to the Board at least annually (i) the adequacy and

effectiveness of our risk management and internal controls systems, including financial, operational, compliance controls, and information technology controls and (ii) the implementation of risk treatment plans in relation to the foregoing;

(h) reviewing the statements to be included in the annual report concerning the adequacy and effectiveness of our risk management and internal controls systems, including financial, operational, compliance controls, and information technology controls;

(i) reviewing any interested person transactions (including transactions under any general mandate approved by Shareholders pursuant to Chapter 9 of the Listing Manual) and monitoring the procedures established to regulate interested person transactions,

including ensuring compliance with our Company's internal control system and the

relevant provisions of the Listing Manual, as well as all conflicts of interests to ensure that proper measures to mitigate such conflicts of interests have been put in place;

(j) ensuring that the internal audit function is adequately resourced and has appropriate standing within our Company;

(k) reviewing the scope and results of the internal audit procedures, and at least annually,the adequacy and effectiveness of our internal audit function;

(l) approving the hiring, removal, evaluation and compensation of the head of the internal audit function, or the accounting / auditing firm or corporation to which the internal audit function is outsourced (if any);

(m) appraising and reporting to our Board of Directors on the audits undertaken by the external auditors and internal auditors and the adequacy of disclosure of information;

(n) making recommendations to our Board of Directors on the proposals to Shareholders

on the appointment, reappointment and removal of the external auditor, and approving

the remuneration and terms of engagement of the external auditor;

(o) monitoring and approving the exercise of any of the rights under the Non-Competition Agreement by our Group;

(p) monitoring entrusted loan arrangements entered into by our Group (whether as

borrower or lender);

(q) monitoring and approving any lending by our Group to third parties which are not

subsidiaries or associated companies of our Company;

(r) reviewing and monitoring the measures our Group has put in place in respect of the legal representatives of our PRC-incorporated subsidiaries as set out in the section entitled "Management and Corporate Governance—Legal Representative" of this Prospectus;

(s) reviewing the adequacy of and approving procedures put in place related to our

Group's policy for entering into any future hedging transactions;

(t) undertaking such other reviews and projects as may be requested by our Board of

Directors, and report to our Board its findings from time to time on matters arising and requiring the attention of our Audit and Risk Management Committee; 

(u) undertaking generally such other functions and duties as may be required by law or the Listing Manual, and by amendments made thereto from time to time.

Apart from the duties listed above, our Audit and Risk Management Committee will ensure that arrangements are in place for employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters for appropriate follow-up action. Our Audit and Risk Management Committee will also commission and review the findings of internal investigations into such matters or matters where there is any suspected fraud or irregularity, or failure of internal controls, or infringement of any law, rule or regulation which has or is likely to have a material impact on our Group's operating results and/or financial position. In the event that a member of our Audit and Risk Management Committee is interested in any matter being considered by our Audit and Risk Management Committee, he will abstain from reviewing and deliberating on that particular transaction or voting on that particular resolution.

 

Nominating Committee

Our Nominating Committee comprises three members, namely Mr. Ang Swee Tian, Mr. Wei Dongliang and Prof. Ni Mingjiang. The Chairman of our Nominating Committee is Mr. Ang Swee Tian. 

Our Nominating Committee is responsible for:

(a) making recommendations to the Board on relevant matters relating to succession plans for the chairman of  the Board, Directors, Group CEO and other key management personnel (including regarding their appointment  and/or replacement); 

(b) making recommendations to the Board on relevant matters relating to evaluation of the performance of the  Board, the Board Committees and the individual Directors. The NC also proposes and recommends for the  Board's approval, objective performance criteria and processes for the evaluation of the effectiveness of the  Board as a whole, and of each Board Committee separately, as well as the contribution by the chairman of the  Board and each individual Director to the Board; 

(c) making recommendations to the Board on relevant matters relating to the training and professional  development programmes for the Board and the Directors, including ensuring that new Directors are aware of  their duties and obligations and undergo an appropriate induction programme; 

(d) making recommendations to the Board on relevant matters relating to the appointment and re-appointment  of all Directors (including any alternate Directors) and on membership of the Board Committees; 

(e) regularly reviewing the structure, size and composition of the Board and Board Committees, having regarding  to skillset, qualififi cation, gender, age, experience and diversity; 

(f) reviewing other directorships and principal commitments held by each Director and decide whether a  Director is able to carry out, and has been adequately carrying out, his/her duties as a Director, taking  into consideration the number of listed company directorships held by the Director and his/her principal  commitments; and 

(g) reviewing and determining annually (or whenever necessary), the independent status of Directors (and that of  the alternate Directors (if applicable), having regard to the Code and the SGX-ST Listing Manual. 

Based on the NC and the Board evaluation checklists completed by the NC and the Directors respectively, the NC  believes that it has fulfilled its responsibilities and discharged its duties as set out in its written terms of reference.  

Remuneration Committee

Our Remuneration Committee comprises three members, namely Mr. Ang Swee Tian, Prof. Ni Mingjiang and Dr. Kan Yaw Kiong. The Chairman of our Remuneration Committe is Mr. Ang Swee Tian. 

Our Remuneration Committe is responsible for:

(a) reviewing and making recommendations to the Board on all aspects of remuneration, including Directors' fees  and the Company's remuneration policies; 

(b) reviewing and making recommendations to the Board on the framework of remuneration for the Board  chairman, the Directors, the Group CEO and other key management personnel; 

(c) reviewing and making recommendations to the Board on the specific remuneration packages for each  Director, the Group CEO and other key management personnel; 

(d) reviewing the remuneration of any employees who are immediate family members of the Directors, Group  CEO or substantial shareholders; 

(e) reviewing and making recommendations to the Board on the talent management and remuneration  framework for the Group, including staff development and succession planning; 

(f) monitoring the level and structure of remuneration relative to internal and external peers and competitors; 

(g) ensuring that the contractual terms and any termination payments are fair to the individual and the Company;  and

(h) administering the Jinjiang Environment PSP in accordance with the respective rules adopted (if applicable).

The Remuneration Committee is also responsible for reviewing the remuneration packages of directors and key management personnel on a regular basis in order to maintain their attractiveness, retain and motivate the directors of the Company to provide excellent management work for the Group, and align the level and structure of the remuneration packages with the long-term interests and risk policies of the Company.