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Board of Directors


The following investor information is disclosed for the purposes of Rule 26 of the AIM Rules for Companies and was updated on 01/07/2008.


Members

Lawrence Man Kwan NG, Executive Director
David Thomas, Non-Executive Director

Responsibilities of the Board

The Board is responsible for the overall direction and performance of the Group which include:
     ∞     Management Structure and Appointments
     ∞     Strategic and Policy Considerations
     ∞     Transactions
     ∞     Finance


Directors Biographies

Ng Man Kwan Lawrence


Ng Man Kwan Lawrence graduated from Hong Kong Technical Institute with a diploma in manufacturing. He began his career in the banking industry in Hong Kong. He has over fourteen years of private banking and bank treasury department advisory experience. He is currently a director of Prince Asset Management Co. Limited, a company whose principal activity is investment in interest-rate products, equities, forex and commodities and their derivatives.

David Thomas


David Thomas, who resides in London, has a degree in Law from Oxford University and he will be appointed as the Independent Non-Executive Director with effect from Admission. He is an English solicitor and has more than 20 years' working experience in the fields of international enterprise financing, law, and quoted companies. Between 1985 and 2000, he was a partner in several major law firms specialising in corporate finance and finance law. Between 2000 and 2002 he was a Director of Beeson Gregory Limited and company secretary of Beeson Gregory Group plc. David Thomas is currently an independent non-executive director of three AIM public companies whose shares are traded on AIM and whose businesses are based in China. David Thomas will join the Board on Admission.

Board Committees

The Board has constituted the following committees and agreed upon their Terms of Reference.
     ∞     Audit Committee
     ∞     Remuneration Committee
     ∞     Nomination Committee


The Board meets regularly to chart and monitor business strategies, review financial matters and review managerial performance. The executive Directors maintain regular communication with the non-executive Director to ensure that the latter is updated on the operations of the Group.

Audit Committee

The members of the Audit Committee currently comprises of David Thomas, who acts as Chairman, and Ng Man Kwan Lawrence.

The Audit Committee shall be responsible for
1. monitoring in discussion with the auditors the integrity of the financial statements of the Company, and any formal announcements relating to the Company's financial performance, reviewing significant financial reporting judgments contained in them;
2. reviewing the Company's internal financial controls and, unless expressly addressed by a separate board risk committee composed of Independent directors, or by the Board itself, to review the Company's internal control and risk management systems;
3. monitoring and reviewing the effectiveness of the Company's internal audit function and, where there is no internal audit function, considering annually whether there is a need for an internal audit function and making a recommendation to the Board;
4. making recommendations to the Board, for it to put to the shareholders for their approval in general meeting* in relation to the appointment, re-appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor;
5. reviewing and monitoring the external auditor's independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK and other relevant professional and regulatory requirements;
6. developing and implementing policy on the engagement of the external auditor to supply non- audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm; and reporting to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken; and
7. reviewing arrangements by which staff of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters and ensuring that arrangements are in place for the proportionate and independent investigation of such matters with appropriate follow-up action.

Remuneration Committee

The members of the Remuneration Committee currently comprises of David Thomas, who acts as Chairman, and Ng Man Kwan Lawrence.

The Remuneration Committee shall be responsible for
1. determining and agreeing with the Board the framework or broad policy for the remuneration of the Chief Executive Officer, the Chairman (where executive) and such other members of the Executive Management as it is designated to consider;
2. setting the remuneration for ail Executive Directors, the Chairman and the Company Secretary;
3. recommending and monitoring the level and structure of remuneration for senior management;
4. determining targets for any performance-related pay schemes operated by the Company;
5. determining the policy for and scope of pension arrangements for each Executive Director;
6. ensuring that contractual terms on termination and any payments made, are fair to the individual and the Company, that failure is not rewarded and that the duty to mitigate loss is fully;
7. Within the terms of the agreed policy, recommending the total individual remuneration package of each Executive Director including, where appropriate, bonuses, incentive payments and share options;
8. coordinating closely with the Nomination Committee in relation to the remuneration to be offered to any new Executive Director;
9. being aware of and advising on any major changes in employee benefit structures throughout the Group;
10. agreeing the policy for authorising claims for expenses from the Chief Executive Officer and the Chairman;
11. ensuring that provisions regarding disclosure of remuneration, including pensions, as set out in the Directors Remuneration Report, are fulfilled; and
12. establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the committee.

Nomination Committee

The Nomination Committee currently comprises of David Thomas and Ng Man Kwan Lawrence.

The principal responsibilities of the Nomination Committee is to identify the need for new appointments to the Board, nominate candidates considering their background, experience and skills, review leadership needs of the Group and make recommendations to the Board with regard to any change in structure, size or composition of the Board.
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