32
CORPORATE GOVERNANCE REPORT (CONTINUED)
BOARD COMMITTEES (Continued)
Audit Committee (Continued)
During the year, two audit committee meetings were held. During the meetings, the Audit Committee members reviewed the annual results and the financial statements for the year ended 31 December 2014 with recommendation to the Board for approval, the Annual Internal Audit Report, the continuous professional development records of Directors and senior management, Continuing Connected Transactions, reviewed of the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company's accounting and financial reporting functions and internal audit function, the interim results for the six months ended 30 June 2015, the
Interim Internal Audit Report, to approve the remuneration and terms of engagement of the external auditor, the works of the Company's internal audit department, assessed the effectiveness of the Company's systems of risk management and internal controls, reviewed the revised terms of reference of the Audit
Committee and recommended to the Board for approval which
has been updated in the year to enhance the procedures and align with regulatory requirements (including the amendments to the Listing Rules on risk management and internal controls applicable from 1 January 2016).
The Audit Committee performed the corporate governance duties by reviewing the compliance with the Code and disclosure requirements as set out in this Corporate Governance Report.
As a recommended best practice under the Code, the Company has adopted a whistle-blowing policy. The policy aims at encouraging and enabling employees of the Group at all levels and others to report violations or suspected violations and to raise serious concerns about possible improprieties in matters of financial reporting or other matters of the Group.
Remuneration Committee
The Remuneration Committee of the Company has been established with written terms of reference setting out duties, responsibilities and authorities delegated to them by the Board. The Remuneration Committee comprises four Independent
Non-executive Directors, namely, Mr. Wu King Cheong. (Chairman of the Remuneration Committee), Mr. Ho Hau Chong, Norman, Mr. Leung Hay Man and Ms. Wong Yu Pok, Marina and two Executive Directors namely Dr. Lam Ko Yin, Colin and Mr. Li
Ning.
The terms of reference of the Remuneration Committee are
available on the websites of the Company (www.hkf.com) and HKEX (www.hkexnews.hk) respectively.
The Remuneration Committee has adopted the operation model where it performs to make recommendations to the Board on the Company's policy and structure for all Directors' and senior management's emolument and on the establishment of a formal and transparent procedure for developing emolument policy.
The Remuneration Committee is responsible for reviewing the policy and structure for the emolument of all Directors and senior management of the Company, assessing performance of executive directors and establishment of a formal and transparent procedure for developing policy on such
emolument.
The emolument of the Directors and senior management is determined by reference to the skills, knowledge and the tasks assigned and also to the individual performance and the overall profitability, corporate goals and objectives of the Company as a whole. In determining the emolument package, the Committee
will also obtain relevant information from external source and consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the Directors, etc.
During the year, one remuneration committee meeting was held and two resolutions in writing signed by all Remuneration
Committee members. During the meeting, the Remuneration
Committee members reviewed and determined the emolument
package of the staff including the senior management of the Company and made recommendations on the fees of all the Directors of the Company for the year ended 31 December 2015. The Remuneration Committee members reviewed and
recommended the amendments to the extension of retirement age of the employees of the Group by resolutions in writing.
Hong Kong Ferry (Holdings) Company Limited Annual Report 2015