Nexteer Automotive promotes the highest standards of corporate citizenship. The company is committed to compliance with all applicable laws and regulations wherever it does business.
Nexteer’s Board of Directors is responsible and has general powers for the management and conduct of its business. The Board comprises eight directors, including four non-executive directors, a majority of whom are independent non-executive directors.
The company has established an Audit and Compliance Committee and a Remuneration and Nomination Committee. The committees operate in accordance with terms of reference established by our Board of Directors.
Audit and Compliance Committee
The company established an Audit and Compliance Committee on June 15, 2013, with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C3 and paragraph D3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules.
The primary duties of the Audit and Compliance Committee include, without limitation, assisting Nexteer’s Board by providing an independent view of the effectiveness of the financial reporting process, internal control and risk management systems of the company, overseeing the audit process and performing other duties and responsibilities as assigned by the Board.
The Audit and Compliance Committee consists of three members: WEI, Kevin Cheng, TSANG, Hing Lun and LU, Daen. The chairman of the Audit and Compliance Committee is Mr. WEI, who holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules.
Remuneration and Nomination Committee
Nexteer established an Audit and Compliance Committee on June 15, 2013, with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph B1 and paragraph A4 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules.
The primary functions of the Remuneration and Nomination Committee include, without limitation:
I. Making recommendations to the Board on the company’s policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;
II. Determining the specific remuneration packages of all directors and senior management;
III. Reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time;
IV. Reviewing the structure, size and composition of the Board of Directors;
V. Assessing the independence of independent non-executive directors; and
VI. Making recommendations to the Board on matters relating to the appointment of directors.
The Remuneration and Nomination Committee consists of three members: TSANG, Hing Lun, LIU, Jianjun and WANG, Xiaobo. The chairman of the Remuneration and Nomination Committee is Mr. TSANG.
Board of Directors
To view Nexteer’s Board of Directors, please click.
To view procedures for shareholders to propose a person for election as a Director, please click.
Code of Conduct
Our honesty, integrity, and sound judgment are absolutely essential to Nexteer’s reputation and success. Therefore, Nexteer has established a Code of Conduct (Code) that sets forth standards that we must abide by as we conduct business. This Code is designed to deter wrongdoing and to promote:
Nexteer is committed to compliance with all applicable laws and regulations wherever we do business. It is important to report potential violations of our standards so that we can investigate and, if necessary, take corrective measures. To aid in this effort, Nexteer implemented an Ethics Line as a resource to ask questions, seek guidance, or report suspected misconduct.