ANNUAL%20REPORT%202015%20eng

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Corporate Governance Report BOARD COMMITTEES The Board has established four committees, namely, the Audit Committee, Remuneration Committee, Nomination Committee and Corporate Governance Committee, for overseeing particular aspects of the Company’s affairs. All Board committees of the Company are established with defined written terms of reference. The terms of reference of the Board committees are posted on the Company’s website and the Stock Exchange’s website and are available to shareholders upon request. Audit Committee The Audit Committee comprises four members which includes one independent non-executive Director who possesses the appropriate professional qualifications or accounting or related financial management expertise. There are three independent non-executive Directors, namely Mr. Chan Tze Ching, Ignatius (chairman), Mr. Ochirbat Punsalmaa and Mr. Unenbat Jigjid, and one non-executive Director, namely Mr. Gankhuyag Adilbish in the Committee. Dr. Khashchuluun Chuluundorj has been appointed as a member of the Audit Committee when Mr. Ochirbat Punsalmaa resigned as a member of the Audit Committee of the Company on 8 January 2016. The principal duties of the Audit Committee include the following: • To review the financial statements and reports and to consider any significant or unusual items raised by the staff responsible for the accounting and financial reporting function, the internal auditor or the external auditor before submission to the Board; • To review the relationship with the external auditor by reference to the work performed by the auditor, their fees and terms of engagement, and to make recommendations to the Board on the appointment, reappointment and removal of the external auditor; • To review the adequacy and effectiveness of the Company’s financial reporting system, risk management and internal control systems and associated procedures; and • To review arrangements to enable employees of the Company to raise, in confidence, concerns about possible improprieties in financial reporting, internal control or other matters of the Company. The Audit Committee held three meetings during the year ended 31 December 2015 to review the annual financial results and report in respect of the year ended 31 December 2014 and the interim financial results and report for the six months ended 30 June 2015, the significant issues on financial reporting and compliance procedures, the major internal audit issues, internal control and risk management systems, scope of work, remuneration and appointment of external auditors, CCTs, arrangements for employees to raise concerns about possible improprieties and the appointment of the Head of Internal Audit. The Audit Committee also met with the external auditor twice during the year. Annual Report 2015 81
Corporate Governance Report Remuneration Committee The Remuneration Committee comprises three members, with a majority of independent non-executive Directors. The members are Mr. Ochirbat Punsalmaa (chairman) and Mr. Unenbat Jigjid, being independent non-executive Directors, and Mr. Odjargal Jambaljamts, executive Director. Dr. Khashchuluun Chuluundorj has been appointed as the chairman of the Remuneration Committee when Mr. Ochirbat Punsalmaa resigned as the chairman of the Remuneration Committee of the Company on 8 January 2016. The primary functions of the Remuneration Committee include determining the remuneration packages of individual executive Directors and senior management, making recommendation on the remuneration policy and structure for all Directors and senior management, assessing performance of executive Directors, approving the terms of executive Directors’ service contracts, and establishing transparent procedures for developing such remuneration policy and structure to ensure that no Director or any of his/her associates will participate in deciding his/her own remuneration. The Remuneration Committee held one meeting during the year ended 31 December 2015 to make recommendations to the Board on the overall remuneration policy and structure of the Company. The Remuneration Committee had reviewed and determined the remuneration packages of the executive Directors and senior management and made recommendations on the grant of share options. Where appropriate, decisions were also taken by way of circulated resolutions. The Company has established a formal and transparent procedure for formulating policies on the remuneration of the Directors and senior management of the Group. Pursuant to code provision B.1.5 of the CG Code, the annual remuneration of the members of the senior management by band for the year ended 31 December 2015 is set out below: Table 19. Remuneration band of the senior management HKD2,000,001 to HKD2,500,000 1 HKD5,000,001 to HKD5,500,000 1 HKD5,500,001 to HKD6,000,000 2 2015 Details of the remuneration of each of the Directors for the year ended 31 December 2015 are set out in note 9 to the consolidated financial statements. Nomination Committee The Nomination Committee comprises three members, with a majority of independent non-executive Directors. The members are Mr. Odjargal Jambaljamts (chairman), executive Director, and Mr. Ochirbat Punsalmaa and Mr. Unenbat Jigjid, being independent non-executive Directors. Dr. Khashchuluun Chuluundorj has been appointed as a member of the Nomination Committee when Mr. Ochirbat Punsalmaa resigned as a member of the Nomination Committee of the Company on 8 January 2016. The principal duties of the Nomination Committee include the following: • To review the structure, size and composition of the Board and to make recommendations regarding any proposed changes; 82 Annual Report 2015
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(Incorporated in the Cayman Islands
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Company Profile Mongolian Mining Co
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Corporate Information BOARD OF DIRE
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Directors and Senior Management BOA
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Group Structure 14 Annual Report 20
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Management Discussion and Analysis
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Financial Summary SUMMARY DATA OF C
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