ANNUAL%20REPORT%202015%20eng

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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 83
Corporate Governance Report The Corporate Governance Committee held one meeting during the year ended 31 December 2015. The Company’s corporate governance policies and practices on compliance with legal and regulatory requirements, continuous professional development of directors and senior management, directors’ time commitments, compliance of the Model Code, the Employees’ Written Guidelines and the CG Code, the effectiveness of the shareholders’ communication policy, functions reserved to the board of directors and those delegated to management and disclosure in the Corporate Governance Report were reviewed. ATTENDANCE RECORD OF DIRECTORS AND COMMITTEE MEMBERS The attendance record of each Director at the Board and Board Committee meetings and the general meetings of the Company held during the year ended 31 December 2015 is set out in Table 20 below: Table 20. Attendance records Attendance/Number of meetings Name of Director Board Nomination Committee Remuneration Committee Audit Committee Corporate Governance Committee Annual General Meeting Odjargal Jambaljamts 4/4 1/1 1/1 N/A N/A 0/1 Battsengel Gotov 4/4 N/A N/A N/A N/A 0/1 Oyungerel Janchiv 2/4 N/A N/A N/A N/A 0/1 Batsaikhan Purev (resigned on 30 November 2015) 3/4 N/A N/A N/A N/A 0/1 Od Jambaljamts 4/4 N/A N/A N/A 1/1 0/1 Gankhuyag Adilbish 3/4 N/A N/A 2/3 N/A 0/1 Ochirbat Punsalmaa 3/4 1/1 1/1 2/3 N/A 0/1 Unenbat Jigjid 4/4 1/1 1/1 3/3 1/1 0/1 Chan Tze Ching, Ignatius 4/4 N/A N/A 3/3 1/1 1/1 Apart from regular Board meetings, the Chairman also held meetings with the non-executive Directors (including independent non-executive Directors) without the presence of executive Directors during the year. DIRECTORS’ RESPONSIBILITY IN RESPECT OF THE FINANCIAL STATEMENTS The Directors acknowledge their responsibility for preparing the financial statements of the Company for the year ended 31 December 2015. The Directors have reviewed trading and cash flow forecasts which take into consideration the uncertainties in the current operating environment. The material uncertainties considered by the Directors are set out on note 2(b) to the consolidated financial statements. The Directors are in the opinion that it is appropriate to prepare the consolidated financial statements on a going concern basis. The statement of the independent auditor of the Company about their reporting responsibilities on the financial statements is set out in the Independent Auditor’s Report on pages 107 to 108. 84 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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ANNUAL%20REPORT%202015%20eng

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