CITIC Limited Half-Year Report 2019

140 Half-Year Report 2019 CITIC Limited Board Changes On 29 January 2019, Mr Wu Youguang resigned as a non-executive director of CITIC Limited. On 21 February 2019, Mr Pu Jian resigned as an executive director, vice president, a member of the executive committee and vice chairman of the strategy and investment management committee of CITIC Limited. On 28 March 2019, Ms Lee Boo Jin resigned as an independent non-executive director and a member of the nomination committee of CITIC Limited. On the same day, Mr Gregory Lynn Curl was appointed as an independent non-executive director and a member of the nomination committee of CITIC Limited. At the annual general meeting of CITIC Limited held on 5 June 2019, Mr Paul Chow Man Yiu retired as an independent non-executive director of CITIC Limited by rotation and did not offer himself for re-election. Following his retirement, he ceased to act as a member of the remuneration committee of CITIC Limited. Board Committees Currently the board has the following committees to discharge its functions: • Audit and Risk Management Committee oversees the relationship with the external auditor, and reviews CITIC Limited’s financial reporting, annual audit and interim report. The committee acts on behalf of the board in providing oversight of CITIC Limited’s financial reporting system, risk management and internal control systems, reviews and monitors the effectiveness of the internal audit function, and reviews CITIC Limited’s policies and practices on corporate governance. The committee comprised of three independent non-executive directors, Mr Francis Siu Wai Keung (who serves as the chairman of the committee), Dr Xu Jinwu and Mr Anthony Francis Neoh, and two non-executive directors, Mr Yang Xiaoping and Mr Peng Yanxiang. • Nomination Committee reviews the structure, size, composition and diversity of the board at least annually and makes recommendations on any proposed changes to the board. It also identifies and nominates qualified candidates to become board members and/or to fill casual vacancies for the approval of the board; and reviews the board diversity policy and director nomination policy on an annual basis. The committee is chaired by Mr Chang Zhenming, the chairman of the board, and other members include an executive director, Mr Wang Jiong (being vice chairman and president of CITIC Limited), a non-executive director, Ms Yan Shuqin, and four independent non-executive directors, Mr Francis Siu Wai Keung, Dr Xu Jinwu, Mr Anthony Francis Neoh and Mr Gregory Lynn Curl (appointed as a committee member in place of Ms Lee Boo Jin with effect from 28 March 2019). • Remuneration Committee determines the remuneration packages of individual executive directors and senior management including salaries, bonuses, benefits in kind, pension rights and compensation payments (including any compensation payable for loss or termination of office or appointment). The committee comprised of three independent non-executive directors, Mr Anthony Francis Neoh (who serves as the chairman of the committee), Mr Francis Siu Wai Keung, Dr Xu Jinwu, and a non-executive director, Mr Liu Zhuyu.