About SinoMedia
Corporate Governance Practices
The Company is committed to attaining and upholding a high standard of corporate governance practices to protect the interests of shareholders and the Company as a whole. The Company has made continuous efforts to constantly review and improve its corporate governance system in light of changes in regulations and developments in best practices and to ensure that the Group is under the leadership of an effective board of directors (the Board) to maximise return for shareholders.
The Board of Directors
The board of directors steers the Group's business direction. It is responsible for formulating the Groups long-term strategies, setting business objectives, monitoring the managements performance, and ensuring strict compliance with relevant statutory requirements and effective implementation of risk management measures on a regular basis.
Board Committees
The Board has established three Board committees with defined terms of reference, namely the Audit Committee, the Remuneration Committee, and the Nomination Committee. The terms of reference of Audit Committee, the Remuneration Committee and the Nomination Committee are on terms no less exacting than those set out in the corporate governance code of the Listing Rules.
Audit Committee
The Audit Committee is responsible for the review and supervision of the Group's financial reporting process, risk management and internal controls, and review of the Company's financial statements. The Audit Committee also reviews and monitors the scope and the effectiveness of the work of external auditors. The Audit Committee comprises the chairman Mr. Qi Daqing and the other members Ms. Ip Hung and Dr. Zhang hua.
Remuneration Committee
The Remuneration Committee was established to make recommendations to the Board on the Company's policy and structure for remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration and to determine, with delegated responsibility, the remuneration packages of individual executive Directors and senior management, including benefits in kind, pension rights and compensation payments inclusive of any compensation payable for loss or termination of their office or appointment, and to make recommendations to the Board on the remuneration of non-executive Directors. The committee is chaired by Ms. Ip Hung, and Mr. Chen Xin and Dr. Zhang Hua are the members.
Nomination Committee
The Nomination Committee was established to review the composition of the Board, develop and formulate the relevant procedures for nomination or election or re-election of Directors and monitor the appointment and succession planning of Directors. It comprises the chairman Mr. Chen Xin and the other members Mr. Qi Daqing and Dr. Tan Henry.
Financial Reporting and Internal Control
Management of the Company provides explanation and information to the Board to facilitate an informed assessment of financial statements and other information put before the Board for approval. The Board acknowledges its responsibility in the preparation of financial statements to give a true and fair view of the Company's state of affairs. In the preparation of financial statements, the International Financial Reporting Standards have been adopted and appropriate accounting policies have been consistently used and applied. The Board is not aware of any material uncertainties relating to events or conditions which may cast significant doubt over the Groups ability to continue as a going concern. Accordingly, the Board has been continuing to adopt the going concern basis in preparing the financial statements.
The Board is responsible for evaluating and determining the nature and extent of the risks it is willing to take in achieving the Group's strategic objectives, and ensuring that the Group had established and maintained appropriate and effective risk management and internal control systems. The Board had conducted an annual review of the effectiveness of the risk management and internal control systems of the Group, including financial, operational and compliance controls and risk management functions as well as the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company's accounting and financial reporting function. Proper controls are in place, in order to record the accounting and management information in a complete, accurate and timely manner. Regular reviews and audits are carried out to ensure that the preparation of financial statements in accordance with the Group's accounting policies and applicable laws, rules and regulations, thereby providing reasonable assurance regarding effective operation of the Group's business.
The Group has established a clear organisational structure, including the delegation of appropriate responsibilities from the Board to the Board committees, members of senior management and the heads of operating divisions. An internal audit department was established to review financial reporting system, risk management and internal control systems of the Group on a continuing basis and it aims to cover all significant functions within the Group on a rotational basis. The scope of the internal audit department's review and the audit programmes have been approved by the Audit Committee. The department reports directly to the Audit Committee and the Chairman of the Board, and submits regular reports for their review in accordance with the approved programmes. The department submits a detailed report at least once a year to the Board for their review and monitors the effectiveness of the systems of risk management and internal control of the Group.
Memorandum and Amended Articles of Association
Terms of reference of the Audit Committee
Terms of reference of the Remuneration Committee
Terms of reference of the Nomination Committee
List of directors and their role and function
Procedures for Shareholders to propose a person for election as a director
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