ANNUAL%20REPORT%202015%20eng

Corporate Governance Report
• To develop and formulate relevant procedures for nomination and appointment of directors;
• To identify suitable candidates for appointment as Directors;
• To make recommendations to the Board on appointment or re-appointment of and the succession planning
of Directors; and
• To assess the independence of independent non-executive Directors.
In assessing the Board composition, the Nomination Committee would take into account various aspects set out
in the Board diversity policy, including but not limited to skills, industry experience, background, race, gender
and other qualities. The Nomination Committee would discuss and agree on measurable objectives for achieving
diversity on the Board, where necessary, and recommend them to the Board for adoption.
In identifying and selecting suitable candidates for directorships, the Nomination Committee would consider
the candidate’s character, qualifications, experience, independence and other relevant criteria necessary
to complement the corporate strategy and achieve Board diversity, where appropriate, before making
recommendation to the Board.
The Nomination Committee held one meeting during the year ended 31 December 2015 to review the structure,
size, composition and diversity of the Board and the independence of the independent non-executive Directors,
and to consider the qualifications of the retiring directors standing for re-election at the AGM. The Nomination
Committee also reviewed the succession plan of the Company last year. Where appropriate, decisions were
also taken by way of circulated resolutions. The Nomination Committee reviewed and discussed the measurable
objectives for implementing diversity on the Board and considered that an appropriate balance of diversity
perspectives of the Board is maintained.
Corporate Governance Committee
The Corporate Governance Committee comprises three members with a majority of independent non-executive
Directors. The members are Mr. Unenbat Jigjid (chairman) and Mr. Chan Tze Ching, Ignatius, being independent
non-executive Directors, and Mr. Od Jambaljamts, executive Director.
The Corporate Governance Committee was established by the Board for performing the functions set out in the
code provision D.3.1 of the CG Code. The principal duties of the Corporate Governance Committee include the
following:
• To develop and review the Company’s policies and practices on corporate governance and make
recommendations to the Board;
• To review and monitor the training and continuous professional development of Directors and senior
management;
• To review and monitor the Company’s policies and practices on compliance with legal and regulatory
requirements;
• To develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees
and Directors; and
• To review the Company’s compliance with the code and disclosure in the Corporate Governance Report.
Annual Report 2015
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