信星集團 KINGMAKER

REMUNERATION OF DIRECTORS

Pursuant to Rules 3.25 and 3.26 of the Listing Rules, the Company should establish a remuneration committee (the “Remuneration Committee”) with specific written terms of reference, which deal clearly with its authority and duties. The principal role and function of the Remuneration Committee include the determination of the specific renumeration packages of all executive Directors and senior management of the Company, including benefits in kind, pension rights and compensation payments, such as any compensation payable for loss or termination of their office or appointment, and make recommendations to the Board of the remuneration of non-executive Directors and independent non-executive Directors.

NOMINATION COMMITTEE

The principal role and function of the Nomination Committee includes to review the structure, size and composition of the Board on a regular basis and to make recommendations to the Board regarding any proposed changes. The Board considers the past performance and qualification of the candidates for Directors, general market conditions and the Company’s bye-laws in selecting and recommending candidates for directorship.

The Company has adopted the board diversity policy which sets out this approach to achieve diversity on the Board. The Company recognizes and embraces the benefits of having a diverse Board to enhance the quality of its performance. In determining the Board’s composition, the Nomination Committee will consider board diversity in terms of, among other things, gender, age, cultural and educational background, professional experience, skills, knowledge and length of service. All Board appointments will be based on merit, and candidates will be considered against appropriate objective criteria, having due regard for the benefits of diversity on the Board. The Nomination Committee will monitor the implementation of the diversity policy and review the same as appropriate.

AUDIT COMMITTEE

As required by Rule 3.21 of the Listing Rules, the Company has established an audit committee (the “Audit Committee”) with written terms of reference, which deal clearly with its authority and duties. Its principal duties are to review and supervise the Group’s financial reporting process and internal control systems.

The Audit Committee is also responsible for performing the corporate governance duties, including:
• To develop and review the Company’s policies and practices on corporate governance and make recommendations to the Board
• To review and monitor the training and continuous professional development of directors and senior management
• To review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements
• To develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and Directors
• To review the Company’s compliance with the CG Code and disclosure in this Corporate Governance Report