The board (the “Board”) of the directors (the “Directors”) and the management (the “Management”) of Haier Electronics Group Co., Ltd. (the “Company”) recognise that sound corporate practices are crucial to the efficient operation of the Company and its subsidiaries (the “Group”) and the safeguarding of our shareholders’ interests. In this regard, the Board attaches great priority to reinforce the Company’s corporate governance standards with emphasis on transparency, accountability and independence in order to enhance our long-term shareholders’ value.
The Board has established an Audit Committee (the “Audit Committee”) , a Remuneration Committee (the “Remuneration Committee”) and a
Nomination Committee (the “Nomination Committee”) and a Strategic Committee (the "Strategic Committee") (collectively the “Committees”) to oversee specific aspects of the Company’s affairs. The Committees report to the Board regularly, and have been provided with sufficient resources to discharge their respective duties. To reinforce independence, the chairman of both the Committees is an Independent Non-executive Director. Each of the Committees has adopted specific terms of reference covering its duties, powers and functions which will be reviewed by the Board from time to time. The Company Secretary also acts as secretary of the Committees. The Committees adopt as far as practicable, the procedures and arrangement of the Board Meeting in relation to the conduct of meetings, notice of meetings and recording of minutes.
Audit Committee
Composition:
Mr. Yu Hon To, David (Chairman)
Mr. Wu Yinong
Dr. Liu Xiao Feng
The Audit Committee currently comprises all three Independent Non-executive Directors. The primary duties of the Audit Committee are to ensure the objectivity and credibility of financial reporting, to make recommendation to the Board on the appointment, reappointment and removal of the Group’s external auditors and review of the Company’s financial controls, internal control and risk management systems. Each member of the Audit Committee has unrestricted access to the Group’s external auditors and the Management. The Audit Committee meets at least twice a year.
 Terms of Reference of Audit Committee
Remuneration Committee
Composition:
Mr. Wu Yinong (Chairman)
Mr. Yu Hon To, David
Dr. Liu Xiao Feng
Mr. Zhou Yun Jie
Ms. Feng Junyuan, Janine
Mr. Gui Zhaoyu (alternate to Ms. Feng Junyuan, Janine)
The Remuneration Committee currently comprises five members including one Executive Director, one non-Executive Director and all three Independent Non-executive Directors. The primary duties of the Remuneration Committee are to make recommendations to the Board on policy and structure of all remuneration of the Directors and Management. Each of the Directors has not involved in the determination of his/her own remuneration. The Remuneration Committee meets at least once a year.
Terms of Reference of Remuneration Committee
Nomination Committee
Composition:
Mr. Yu Hon To, David (Chairman)
Mr. WU Yinong
Dr. LIU Xiao Feng
Mr. Zhou Yun Jie
Ms. Feng Junyuan, Janine
Gui Zhaoyu (alternate to Ms. Feng Junyuan, Janine)
The Nomination Committee was formed on 19 September 2008 and
currently comprises four members including one Executive Director, one non-Executive Director and all three Independent Non-executive Directors.
The Nomination Committee is responsible for formulating
nomination policy and making recommendations to the Board on
nomination and appointment of Directors and Board succession. It
also develops selection procedures of candidates for nomination,
reviews the structure, size and composition of the Board and
assesses the independence of the INEDs. The Nomination committee meets at least once a year.
Terms of Reference of Nomination Committee
Strategic Committee
Composition:
Mr. Zhou Yun Jie(Chairman)
Dr. LIU Xiao Feng
Ms. Feng Junyuan, Janine
Mr. Gui Zhaoyu (alternate to Ms. Feng Junyuan, Janine)
The Strategic Committee was formed on 18 October 2011 and currently comprises three members including one executive Director, namely, Mr. Zhou Yun Jie, one INED, namely, Dr. Liu Xiao Feng and one non-executive Director (unconnected with the Company, Haier Group Corporation, Qingdao Haier Co., Ltd., Qingdao Haier Investment and Development Co., Ltd. and their respective subsidiaries), namely Ms. Janine Junyuan Feng (with Mr. Gui Zhaoyu as her alternate director). The Strategic Committee is chaired by Mr. Zhou Yun Jie. The purpose of the Strategy Committee shall be to prepare recommendations for the Board in fulfilling its responsibilities. The Strategic Committee shall meet four times for a year.
Terms of Reference of Strategic Committee
Procedures for Shareholders to propose a person for election as a Director
Shareholders Communication Policy
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