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Corporate Governance

1. Group Executive Committee

The Board has established the Group Executive Committee on 25 March 2008 and the members are:

• Mr TIONG Kiew Chiong (Chairman)
• Mr LEONG Chew Meng
• Mr NG Kait Leong

The Board has delegated the day-to-day operations of the Group’s businesses to the Group Executive Committee. Its responsibilities include, among others:

Monitoring and reviewing the operations in Hong Kong, Mainland China, North America, Malaysia and other Southeast Asian countries;
Performing duties delegated by the Board and exercising the authorities and rights authorised by the same;
Formulating strategies and business development plans, submitting the same to the Board for approval and implementing such strategies and business development plans thereafter; and
Assisting the Board in conducting the review of the adequacy and effectiveness of risk management and internal control system of the Group.

The Group Executive Committee meets regularly to deliberate and consider matters related to the Group’s business operations. During the year, the Group Executive Committee has assisted the Board in reviewing the Group’s business performance and financial position, implementing new policies and business strategies required by the Board.

2. Audit Committee

The Audit Committee was established on 30 March 1999. It comprises entirely INEDs and the members are :

• Mr YU Hon To, David (Chairman)
• Datuk CHONG Kee Yuon
• Mr KHOO Kar Khoon

The Audit Committee’s primary responsibilities include the review of and deliberation on the Group’s financial statements, the external auditor’s findings arising from the audit of the Group’s financial statements and the issues raised by Internal Audit Function together with the management’s responses thereon. A full Audit Committee Report detailing its composition, terms of reference and summary of activities during the year is set out on pages 74 to 77 of the Annual Report 2017/18.

Terms of Reference of Audit Committee

3. Nomination Committee

The Board established the Nomination Committee on 25 May 2005 which comprises entirely INEDs and its members during the year are:

• Mr KHOO Kar Khoon (Chairman)
• Mr YU Hon To, David
• Datuk CHONG Kee Yuon

The duties and responsibilities of the Nomination Committee include, among others:

Reviewing the structure, size and composition of the Board, including the balance mix of skills, knowledge, experience and independence of the INEDs at least annually and making recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;
Assessing annually the effectiveness of the Board as a whole, the Board committees and the contribution of each individual director based on the process implemented by the Board; and
Identifying and recommending new nominees to the Board and Board committees. The final decision as to who shall be appointed as director remains the responsibility of the full Board, after considering the recommendation of the Nomination Committee.

The Nomination Committee met twice during the year. A summary of the key activities undertaken by the Nomination Committee is as follows:

Reviewed the structure, size and composition of the Board and the Board committees and made recommendations to the Board with regard to any adjustment thereof and/or the appointment of directors as the Nomination Committee deems necessary;
Conducted the annual performance evaluation in order to assist the Board to review the required mix of skills, experience, independence, diversity (including the gender diversity) and other qualities including core competencies which directors should bring to the Board. These are assessed through an evaluation questionnaire which was provided to individual directors to review their own performance, the effectiveness of the Board, the Board committees and contributions of each individual director, the independence of the INEDs and the Board’s mix and skillset;
Reviewed and deliberated on the summary report of the directors’ performance evaluation prior to recommending the appropriate action to the Board for consideration;
Recommended whether the directors who are retiring by rotation should stand for re-election at the AGM; and
Reviewed the retention of Mr YU Hon To, David, who has served the Company as an INED for more than 9 years, for recommendation to the shareholders for their approval.

The Nomination Committee, upon its recent annual review carried out, is satisfied that the present size and composition of the Board is optimum and well-balanced. The Nomination Committee also recommended the renewal of appointment of certain directors to the Board.

Terms of Reference of Nomination Committee

4. Remuneration Committee

The Board has established the Remuneration Committee on 25 May 2005. Except for Mr TIONG Kiew Chiong and Mr LEONG Chew Meng who are executive directors, the rest of its members are all INEDs. The members are:

• Datuk CHONG Kee Yuon (Chairman)
• Mr YU Hon To, David
• Mr KHOO Kar Khoon
• Mr TIONG Kiew Chiong
• Mr LEONG Chew Meng

The duties and responsibilities of the Remuneration Committee include, among others:

Recommending to the Board on the Company’s policies and structure for directors’ and senior management’s remuneration and on the establishment of a formal and transparent procedure for developing a remuneration policy; and
Recommending to the Board on the remuneration packages of individual executive directors and senior management; and the remuneration of non-executive directors.

Meetings of the Remuneration Committee are held as and when necessary and at least once a year. During the year, the Remuneration Committee has reviewed and recommended to the Board the remuneration policy and structure of the executive directors and senior management of the Company. It has also reviewed and recommended to the Board, the specific remuneration packages including the terms of employment and performance-based bonus of the directors and senior management of the Company.

Terms of Reference of Remuneration Committee

Memorandum of Association and New Bye-Laws
Code of Ethics and Conduct
Board Charter
Statement on Corporate Governance
Statement on Risk Management and Internal Control
Audit Committee Report
Procedures for Shareholders to Propose a Person for Election as a Director
Whistle Blowing Policy
Anti-Bribery and Corruption Policy
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