Corporate Governance

Management Committees

Executive committee

The Executive Committee established by the board on 26 September 2014 was re-designated as the highest authority of the management of the Company accountable to the board with effect from 22 November 2016.

The functions and powers of the executive committee are:

  1. to formulate the Group’s material strategic plans;
  2. to formulate the Group’s annual material investment and financing plans (including reviewing material investment plans, feasibility studies, proposed disposals/divestments, mergers and acquisitions and other significant transactions of the Company);
  3. to review the Company’s annual business plan and finance plans;
  4. to review monthly reports of the Company, and to submit to the board before each month-end the monthly report for the previous month;
  5. to manage and monitor the Company’s core activities;
  6. to appoint and remove mid-level and above key personnel (other than personnel above the rank of assistant to general manager, and those appointed and removed by the board);
  7. to approve internal rules on day-to-day operations of the Company;
  8. to review and approve proposals to establish and adjust the Company’s management and organizational structure; and
  9. to discharge other powers and functions conferred on it by the board.

Items (i), (ii) and (iii) and other matters within the authority of the board should be submitted for approval by the board, and thereafter implemented by the executive committee.

The committee is chaired by Mr Chang Zhenming, the chairman of the board, and other members are Mr Wang Jiong (being executive director, vice chairman and president of the Company and also serves as vice chairman of the committee), Mr Cai Huaxiang (who serves as vice chairman of the committee), Mr Feng Guang, Ms Li Qingping (being executive director and vice president of the Company), Mr Pu Jian (being executive director and vice president of the Company), Mr Zhu Gaoming (being vice president of the Company) and Mr Cai Xiliang (being vice president of the Company). Seven committee meetings were held in 2016. The minutes of the meetings are kept at the executive office, which were sent to the committee members after each meeting.

Asset and Liability Management Committee

The Company has established the asset and liability management committee (the “ALCO”) as a sub-committee under the executive committee to be in charge of monitoring and controlling the financial risks of the Company. The principal responsibilities of the ALCO are to

  • monitor and control the asset and liability financial position of the Company on a regular basis;
  • monitor and control the following issues of the Company
    – asset and liability structure
    – counterparties
    – currencies
    – interest rates
    – commodities
    – commitments and contingent liabilities
  • review financing plans of the Company and manage the cash flow of the Company on the basis of the annual budget; and
  • establish hedging policies and approve the use of new financial instruments for hedging

The committee is chaired by Mr Zhu Gaoming (being vice president of the Company and a member of the executive committee), and other members include responsible persons of the financial control department, treasury department, strategic development department, the office of the board of directors and legal and compliance functions.

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