Vanke Overseas Investment Holding Company Limited

About Us

Corporate Governance

Board of Directors

The Board of Directors of the Company (the “Board”) is responsible for determining the overall strategies and policies and approving the business plan of the Group, and ensuring the Group’s business operations are properly planned, authorised, undertaken and monitored. The implementation of strategies and policies and day-to-day operations of the Group’s business are delegated to the management led by the Executive Directors. All policy matters of the Group, material transactions or transactions where there is conflict of interests are reserved for the Board’s decision. The principal functions of the Board are:

to determine the overall objectives, strategies, policies and business plan of the Group;
to monitor and control operating and financial performance;
to approve major funding, investment and divestment proposals;
to oversee the processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance;
to approve the nominations of directors and appointment of key personnel; and
to assume responsibility for corporate governance.

The Board as now constituted comprises three Executive Directors, one Non-Executive Directors and three Independent Non-Executive Directors.

Audit Committee

The Company established an Audit Committee with written terms of reference on 17 December 1998. The Committee as now constituted comprises three Independent Non-Executive Directors. The principal duties and functions of the Audit Committee are:

to recommend to the Board the appointment, re-appointment and removal of the external auditor, to approve the remuneration and to assess the independence of the external auditor;
to review the Group’s interim and annual financial statements;
to oversee the Group’s financial reporting system;
to oversee the Group’s internal control and risk management systems; and
to discuss issues arising from the audits and any matters raised by the external auditor.

Remuneration Committee

The Company established a Remuneration Committee with written terms of reference on 1 April 2005. The Committee as now constituted comprises two Independent Non-Executive Directors and one Executive Director. The principal duties and functions of the Remuneration Committee are:

to make recommendations to the Board regarding the Company’s policy and structure for all remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;
to determine the specific remuneration packages of all Executive Directors and senior management;
to make recommendations to the Board of the remuneration of Non-Executive Directors; and
to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time.

Nomination Committee

The Company established a Nomination Committee with written terms of reference on 13 February 2019. The Committee as now constituted comprises two Independent Non-Executive Directors and one Executive Director. The principal duties and functions of the Nomination Committee are:

to review the structure, size, composition and diversity of the Board and make recommendations to the Board regarding any proposed changes as and when necessary;
to develop and maintain a policy for the nomination of Board members which includes the nomination procedures and the process and criteria adopted by the Committee to identify, select and recommend candidates for directorship during the year and review periodically and disclose in this report the policy and the progress made towards achieving the objectives set in the policy;
to identify and nominate qualified individuals to the Board for appointment as additional Directors or to fill Board vacancies as and when they arise;
to assess the independence of Independent Non-Executive Directors;
to make recommendations to the Board on relevant matters relating to the appointment or re-appointment of Directors and succession planning for Directors.
to review the board diversity policy of the Board (the “Board Diversity Policy”) and make disclosure of its review results in this report; and
to conform to any requirement or direction that may from time to time be prescribed by the Board or contained in the constitution of the Company or imposed by the Listing Rules or any applicable law or regulation.