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COSCO Pacific Ltd.

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Executive Committee

The Executive Committee, established in September 2005, consists of all executive directors of the Company who are often in Hong Kong. The purpose of this committee is to facilitate the daily operations of the Company. As most of the directors of the Company are fully engaged in their major responsibilities and/or stationed in different cities such as Beijing, Shanghai and Hong Kong, it may be practically difficult and inconvenient to convene  full Board meetings or arrange all the directors to sign  written resolutions on a frequent basis. Hence, the Board delegates powers to the Executive Committee to conduct and supervise the business of the Company and its staff.

Members
Mr. ZHANG Wei # (Chairman of the Committee)
Mr. FANG Meng #
Mr. DENG Huangjun #
Dr. WONG Tin Yau, Kelvin #
 
# Executive Director

[terms of reference]

 

Audit Committee

Established in August 1998, the Audit Committee, chaired by an independent non-executive director with appropriate professional qualifications, consists of three members, all of whom are independent non-executive directors of the Company. All committee members are professionals in their own working fields, including accounting, legal, banking and/or other commercial areas. The Audit Committee is authorised by the Board to investigate any activity within its terms of reference. It has unrestricted access to information relating to the Group, to both the internal and external auditors, and to the management and staff. Its terms of reference are aligned with the recommendations set out in “A Guide for Effective Audit Committees” issued by the Hong Kong Institute of Certified Public Accountants and the code provisions set out in the Corporate Governance Code. In addition to providing advice and recommendations to the Board, the Audit Committee also oversees all matters relating to the external auditors. It therefore plays an important role in monitoring and safeguarding the independence of the external auditors. Both the Financial Controller and the Internal Auditor are directly accountable to the Chairman of the Audit Committee.
Members
Mr. Adrian David LI Man Kiu*(Chairman of the Committee)
Dr. FAN HSU Lai Tai, Rita*
Mr. LAM Yiu Kin*
 
* Independent Non-executive Director

[terms of reference]

 

Remuneration Committee 

Established in September 2003, led by its Chairman who is an independent non-executive director, comprises five members, the majority of whom are independent non-executive directors of the Company. The Company has adopted  model (ii) as set out in the code provision B.1.2(c) of the Corporate Governance Code, under which the Remuneration Committee makes recommendations to the Board on the remuneration packages of individual executive directors and senior management. The Remuneration Committee also makes recommendations to the Board on the policy and structure for all directors’ and senior management’s remuneration. If necessary, the Remuneration Committee can engage professional advisers to assist and/or provide professional advice on relevant issues. When formulating remuneration packages (which comprise salaries, bonus, benefits in kind, etc.), the Remuneration Committee considers several factors such as salaries paid by comparable companies, time commitment, job responsibilities, the performance of the individual and the performance of the Company. The Remuneration Committee will also review and approve the management’s remuneration proposals with reference to the corporate goals and objectives approved by the Board periodically.
Members
Dr. FAN HSU Lai Tai, Rita* (Chairman of the Committee)
Mr. Adrian David LI Man Kiu*
Prof. CHAN Ka Lok *
Mr. ZHANG Wei #
Mr. LI Yingwei
 
* Independent Non-executive Director
# Executive Director

[terms of reference]

 

Nomination Committee

Established in September 2003, led by its Chairman who is an independent non-executive director, comprises three members, the majority of whom are independent non-executive directors of the Company. The Nomination Committee is responsible for nominating potential candidates for directorship, reviewing the nomination of directors, assessing the independence of independent non-executive directors and making recommendations to the Board on appointments and re-elections. In addition, the Nomination Committee is responsible for reviewing the Board Diversity Policy to ensure its effectiveness and making recommendations to the Board on requisite amendments. All new appointments of directors and the nomination of retiring directors proposed for re-election at the annual general meeting are first considered by the Nomination Committee and are then recommended by the Nomination Committee to the Board for a decision. New directors appointed by the Board are subject to re-election by shareholders at the next following general meeting (in the case of filling a casual vacancy) or annual general meeting (in the case of an addition to the Board) pursuant to the Bye-laws of the Company. In considering the new appointments and re-designations, the Nomination Committee assessed the candidates on criteria such as integrity, independent mindedness, experience, skill and ability to commit time and effort to carry out his duties and responsibilities effectively etc., and made recommendations to the Board for approval.
Members
Mr. Adrian David LI Man Kiu* (Chairman of the Committee)
Dr. FAN HSU Lai Tai, Rita*
Mr. ZHANG Wei #
 
* Independent Non-executive Director
# Executive Director

[terms of reference]

 

Investment and Strategic Planning Committee

Established in March 2003, led by an executive director, comprises 15 members (including executive directors, members of senior management and management). It considers, evaluates, reviews and recommends to the Board proposed major investments, acquisitions and disposals, conducts post-investment evaluation of investment projects, reviews and considers the overall strategic direction and business development of the Company.

Members
Mr. ZHANG Wei # (Chairman of the Committee)
Mr. FANG Meng #
Mr. DENG Huangjun #
Mr. GUAN Shuguang
Mr. ZHANG Dayu
Mr. LUI Sai Kit, Eddie
Mr. LI Yingwei
Mr. QIU Jincheng
Mr. HUANG Chen
Ms. ZHOU Lan
Mr. LI Huadong
Mr. SHEN Xuan
Mr. HONG Minghui
Mr. WONG Chi Ho
Ms. HUANG Li
 
# Executive Director

[terms of reference]

 

Corporate Governance Committee

Established in March 2003, led by an executive director, comprises seven members (including an executive director, members of senior management and management). It reviews the corporate governance practices and disclosure systems of the Company and introduces relevant principles in this regard so as to enhance the standard of corporate governance of the Company.

Members
Dr. WONG Tin Yau, Kelvin # (Chairman of the Committee)
Ms. HUNG Man, Michelle
Mr. HUANG Chen
Mr. LI Huadong
Ms. ZHOU Lan
Mr. QIU Jincheng
Mr. SHEN Xuan
 
# Executive Director

[terms of reference]

 

Risk Management Committee

Established in March 2003, led by an executive director, comprises 10 members (including executive directors, members of senior management and management). It provides support to the Board by identifying and minimising the operational risks of the Company, setting the direction for the Group’s risk management strategy and strengthens the Group’s system of risk management.

Members
Mr. ZHANG Wei # (Chairman of the Committee)
Mr. FANG Meng #
Mr. DENG Huangjun #
Mr. CHAN Hang
Mr. ZHANG Dayu
Ms. HUNG Man, Michelle
Mr. HUANG Chen
Ms. ZHOU Lan
Mr. LI Huadong
Mr. HUNG Chun, Johnny
 
# Executive Director

[terms of reference]