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  • Corporate Governance
    BOARD OF DIRECTORS
    List of Directors and their Role and Function
    Memorandum and Articles of Association
    Procedures for Shareholders to Propose a Person for Election as a Director of the Company

    COMMITTEES
    Audit Committee
    We established an audit committee on May 18, 2013. The audit committee consists of three members, all of whom are independent non-executive Directors, being Zhou Chen, Song Ming and Shu Guoying. The audit committee is chaired by Zhou Chen. The primary duties of the audit committee are to assist the Board of Directors in providing an independent view of the effectiveness of the financial reporting process, the internal control and risk management system of our Group, to oversee the audit process and to perform other duties and responsibilities as assigned by the Board of Directors of our Company.
    Terms of Reference

    Remuneration Committee
    We established a remuneration committee on May 18, 2013. The remuneration committee consists of three members, two of whom are independent non-executive Directors, being Song Ming and Shu Guoying, and one executive Director, being Shu Cewan. The remuneration committee is chaired by Song Ming. The primary duties of the remuneration committee include:
    • making recommendations to our Directors on our policy and structure for all remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for developing policies on such remuneration;
    • determining the terms of the specific remuneration package of our Directors and senior management;
    • reviewing and approving performance-based remuneration by reference to corporate goals and objectives achieved by our Directors from time to time; and
    • considering and approving the grant of share options to eligible participants pursuant to our Share Option Scheme conditionally adopted by our Company pursuant to a resolution passed by our Shareholders on May 27, 2013 upon authorization by the Board of Directors of the Company.
    Terms of Reference

    Nomination Committee
    We established a nomination committee on May 18, 2013. The nomination committee consists of three members, two of whom are independent non-executive Directors, Zhou Chen and Song Ming, and one executive Director, Shu Cecheng. The nomination committee is chaired by Shu Cecheng. The primary duties of the nomination committee are to identify individuals suitably qualified to become Board members and make recommendations to the Board on the selection of individuals nominated for directorship.
    Terms of Reference

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