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Terms of reference
| 1. |
The purpose of the Audit Committee is to assist the board of directors (the "Board") of Value Partners Group Limited (the "Company") in considering how the Board should apply financial reporting and internal control principles and for maintaining an appropriate relationship with the Company's auditors. |
| 2. |
The Audit Committee shall comprise a minimum of three members consisting of non-executive directors only and a majority of which must be independent non-executive directors of the Company. The Audit Committee must comprise of at least one independent non-executive director who has appropriate professional qualifications or accounting or related financial management expertise as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") (as amended from time to time). A quorum shall be two members. |
| 3. |
The chairman of the Audit Committee shall be appointed by the Board and must be an independent non-executive director. |
| 4. |
The Chief Financial Officer of the Company, the head of internal audit and a representative of the external auditors shall normally attend meetings. Other Board members shall also have the right of attendance. However, at least once a year the Audit Committee shall meet with the external and internal auditors without executive Board members present. |
| 5. |
The Company Secretary of the Company (the "Company Secretary") shall be the secretary of the Audit Committee. |
| 6. |
The Audit Committee shall meet at least twice annually or more frequently if circumstances require and shall act by unanimous written consent. The Board, any audit committee member and the external auditors may request a meeting if they consider that one is necessary. |
| 7. |
The Audit Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees will be directed to co-operate with any request made by the Audit Committee. |
| 8. |
The Audit Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise at meetings of the Audit Committee if it considers this necessary. |
| 9. |
The duties of the Audit Committee shall include the following: |
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| (a) |
to be primarily responsible for making recommendation to the Board on the appointment, reappointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and any questions of resignation or dismissal of that auditor; |
| (b) |
to review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. The Audit Committee should discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences; |
| (c) |
to develop and implement policies regarding the engagement of an external auditor to supply non-audit services. For this purpose, an external auditor shall include any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party having knowledge of all relevant information would reasonably conclude as part of the audit firm nationally or internationally. The Audit Committee should report 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; |
| (d) |
to monitor the integrity of financial statements of the Company and the Company's annual report and accounts, half-yearly report and, if prepared for publication, quarterly reports, and to review significant financial reporting judgements contained in them. In this regard, in reviewing the Company's annual report and accounts, half-yearly report and, if prepared for publication, quarterly reports before submission to the board, the Audit Committee should focus particularly on:
| (i) |
any changes in accounting policies and practices; |
| (ii) |
major judgmental areas; |
| (iii) |
significant adjustments resulting from the audit; |
| (iv) |
the going concern assumptions and any qualifications; |
| (v) |
compliance with accounting standards; and |
| (vi) |
compliance with the Listing Rules and other legal requirements in relation to financial reporting. |
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| (e) |
to review the Company's financial controls, internal control and risk management systems, taking into account the guidance provided by the Hong Kong Securities and Futures Commission in its "Management, Supervision and Internal Control Guidelines for Persons Licensed by or Registered with the Securities & Futures Commission" and similar guidance provided by other regulators by which the Company is licensed or registered; |
| (f) |
to discuss with management the system of internal control and ensure that management has discharged its duty by having an adequate, efficient and effective internal control system including the adequacy of resources, qualifications and experience of staff of the Company's accounting and financial reporting functions, and their training programmes and budget;
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| (g) |
to consider any findings of major investigations of internal control matters as delegated by the Board or on its own initiative and management's response; |
| (h) |
to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is independent and objective, free of operating responsibilities, adequately resourced and has the appropriate standing within the Company, with a direct line of communication to the Audit Committee, and to review and monitor the effectiveness of the internal audit function; |
| (i) |
to review the Group's financial and accounting policies and practices; |
| (j) |
to review the external auditor's management letter, any material queries raised by the auditor to management in respect of the accounting records, financial accounts or systems of control and management's response; |
| (k) |
to ensure that the Board will provide a timely response to the issues raised by external auditors; |
| (l) |
to report to the Board on the matters set out in the Code on Corporate Governance Practices (Appendix 14 of the Listing Rules); |
| (m) |
to review arrangements by which employees of the Company may, in confidence, raise concerns about possible improprieties in financial reporting, internal control or other matters and to ensure that proper arrangements are in place for the fair and independent investigation of such matters and for appropriate follow-up action; |
| (n) |
to act as the key representative body for overseeing the Company's relationship with the external auditor; |
| (o) |
to review ongoing connected transactions of the Company and ensure compliance with terms of approval by shareholders of the Company; and |
| (p) |
to consider such other matters as the Board may from time to time determine. |
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| 10. |
The Company Secretary shall circulate the minutes of meetings of the Audit Committee to all members of the Board as soon as practicable after the conclusion of any meeting of the Audit Committee. |
| 1. |
The purpose of the Remuneration Committee is to assist the board of directors (the "Board") of Value Partners Group Limited (the "Company") in determining the policy and structure for the remuneration of executive directors, evaluating the performance of executive directors, reviewing incentive schemes and directors' service contracts and fixing the remuneration packages for all directors and senior management. |
| 2. |
The Remuneration Committee shall be appointed by the Board from time to time and shall consist of not less than three non-executive directors, a majority of which shall be independent non-executive directors who shall meet and maintain the independence requirements from time to time as stipulated in the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules"). The Board shall appoint one member of the Remuneration Committee as the Chairman. |
| 3. |
The Remuneration Committee shall meet at least twice annually, or more frequently if circumstances require and shall act by unanimous written consent. |
| 4. |
The Chairman (or in his or her absence, a member designated by the Chairman) shall preside at all meetings of the Remuneration Committee. The Chairman shall be responsible for leading the Remuneration Committee, including scheduling meetings, preparing agendas and making regular reports to the Board. |
| 5. |
The Remuneration Committee shall have full access to management and may invite members of management or others to attend its meetings. The Remuneration Committee will consult the Chairman and/or Executive Committee of the Company about their proposals relating to the remuneration of other executive directors. |
| 6. |
The Remuneration Committee shall evaluate and assess the effectiveness of the Remuneration Committee and the adequacy of this Remuneration Committee Terms of Reference on an annual basis and recommend any proposed changes to the Board. |
| 7. |
Minutes of meetings of the Remuneration Committee and the record of individual attendance at such meetings shall be prepared by the secretary of the Company which shall be sent to all members of the Board as soon as practicable after the conclusion of any meeting of the Remuneration Committee. |
| 8. |
The Remuneration Committee is authorised by the Board to determine the remuneration payable to executive directors and members of senior management, the emolument policies and the basis for determining such emoluments. It shall ensure that no director should be involved in deciding his own remuneration. |
| 9. |
The Remuneration Committee is authorised by the Board to obtain professional advice and assistance from internal or external legal, accounting or other advisors at the expense of the Company if necessary. |
| 10. |
The Remuneration Committee shall perform the following duties: |
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| (a) |
to make recommendations to the Board on the Company's policy and structure for all remuneration of directors and senior management as well as a formal and transparent procedure for developing such remuneration policies; |
| (b) |
to determine the specific remuneration packages of all executive directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment and to make recommendations to the Board of the remuneration of non-executive directors. The Remuneration Committee shall consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the directors, employment conditions of the Company and its subsidiaries and the desirability of performance-based remuneration. The Remuneration Committee shall also ensure that the levels of remuneration should be sufficient to attract and retain the directors needed to run the Company successfully but should avoid paying more than is necessary for this purpose; |
| (c) |
to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time; |
| (d) |
to review and approve the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company; |
| (e) |
to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate; |
| (f) |
to ensure that no director or any of his associates is involved in deciding his own remuneration; and |
| (g) |
to advise shareholders of the Company on how to vote in respect of any service contract of directors that requires shareholders' approval in accordance with the Listing Rules. |
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| 1. |
The purpose of the Risk Management Committee (the "Committee") is to assist the board of directors (the "Board") of Value Partners Group Limited (the "Company") to establish and maintain effective policies and guidelines to ensure proper management of risks to which our Company and its subsidiaries (the "Group") and our clients are exposed and to take appropriate and timely action to manage such risks. |
| 2. |
The Committee shall comprise a minimum of six members consisting of the Chief Compliance Officer, 2 Co-Chief Investment Officers or their designated Investment Officers, Chief Executive Officer, Chief Financial Officer and Compliance Director. |
| 3. |
The Chief Compliance Officer shall be the chairman (the "Chairman") of the Committee. |
| 4. |
The Head of Risk Management shall be the secretary of the Committee. |
| 5. |
The Committee should meet often enough to undertake its role effectively, but not less than four times a year. |
| 6. |
In addition, the Chairman will call a meeting of the Committee if so requested by any member of the Committee or by the Chairman of the Board or of the audit committee of the Company (the "Audit Committee") or by the Head of Risk Management. |
| 7. |
The Committee forms a quorum if at least three of its members, minimum of which at least one member must be from the Investment Team and at least one member must be from the Business Management Team, participate in the meeting. |
| 8. |
Members of management and/or parties external to the Group may be invited by the Chairman to attend any meeting of the Committee or part thereof. |
| 9. |
The Risk Management Committee is authorised by the Board: |
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| (a) |
to seek any information it requires from any employee of the Group in order to perform its duties; |
| (b) |
to obtain, at the Group's expense, outside legal or other professional advice on any matters within its terms of reference; |
| (c) |
to call any member of staff to be questioned at a meeting of the Committee as and when required; and |
| (d) |
to have the power to report directly to the Board. |
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| 10. |
The duties of the Risk Management Committee shall include the following:- |
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| (a) |
to make decisions on the risk profile and risk management strategy of the Group; |
| (b) |
to consider, review and approve risk management policies and guidelines and to decide on risk levels and related resource allocation; |
| (c) |
to discuss newly identified risk areas and related control measures; |
| (d) |
to develop and implement internal compliance and control systems and procedures to manage risk; |
| (e) |
to assess and monitor effectiveness of the controls instituted; |
| (f) |
to review and monitor results on risk measures reported by the Head of Risk Management and to consider, review and approve recommendations as suggested by the Head of Risk Management or outside professional entity or other Board members in relation to the risk management system of the Group and the portfolios under its management; |
| (g) |
to consider any material changes to the risk profile of the Group or material breaches of the risk management policy of the Group; |
| (h) |
to monitor any instances involving material breaches or potential breaches of the Group's risk management strategy and to agree on rectification action if any policy or guideline is breached and report any material breaches to the Board; |
| (i) |
to review annually the Group's risk profile and risk management strategy; |
| (j) |
to review at least annually the Committee's own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness; and |
| (k) |
to report regularly to the Audit Committee and the Board. |
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| 1. |
The purpose of the Valuation Committee (the "Committee") is to assist the board of directors (the "Board") of Value Partners Group Limited (the "Company") to ensure that the investment instruments of funds under the Group's management are appropriately valued by persons independent of those who manage the funds and, in particular that these values are fair to fund investors. |
| 2. |
The Committee shall comprise at least two members consisting of Chief Executive Officer and Chief Financial Officer. Additional member will be appointed upon approval of the Board. |
| 3. |
The Chief Financial Officer shall be the chairman (the "Chairman") of the Committee. |
| 4. |
The Secretary of the Company shall be the secretary of the Committee. |
| 5. |
The Committee should meet often enough to undertake its role effectively, but not less than two times a year. |
| 6. |
In addition, the Chairman will call a meeting of the Committee if so requested by any member of the Committee, by the Chief Compliance Officer or by the Chairman of the Board or by the chairman of the audit committee of the Company. |
| 7. |
The Committee forms a quorum if at least two of its members participate in the meeting. |
| 8. |
The Chief Compliance Officer and the head of internal audit shall normally attend meetings. A member of the investment management team, members of management and/or parties external to the Group may be invited by the Chairman to attend any meeting of the Committee or part thereof. |
| 9. |
The Valuation Committee is authorised by the Board to adopt and implement polices, procedures and controls that ensure, so far as practicable, that valuations of investments of funds under the Group's management are appropriate, fair to existing, exiting and incoming investors and comply with regulatory standards and best practices from time to time. |
| 10. |
The duties of the Valuation Committee shall include the following:- |
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| (a) |
to make valuation determinations in accordance with the valuation policy (the "Valuation Policy") approved by the Board; |
| (b) |
to review the Valuation Policy, and recommend changes, if any, to the Board. |
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| 11. |
The Secretary of the Committee shall circulate the minutes of meetings of the Valuation Committee to any member of the Board upon request. |
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