CORPORATE GOVERNANCE
WTS China complies, so far as is practicable and appropriate for a company of its size and nature, with the provisions of the Corporate Governance Code issued by the Quoted Companies Alliance.
The Board includes one independent Non-Executive Directors who bring an independent view to the Board and provide a balance to the two Executive Directors.
The Board is responsible for formulating, reviewing and approving the Group's strategy, budgets and corporate actions. Four Board meetings are scheduled each year and additional meetings are held as and when required.
The Company has established audit, remuneration and nomination committees, each comprising of independent Non-Executive Directors, with formally delegated duties and responsibilities as follows:
AUDIT COMMITTEE
An audit committee will be established on Admission. The audit committee will be managed by company CFO. The committee will receive and review reports from management and from the auditor relating to the interim and annual accounts and to the system of internal financial control.
The audit committee will be responsible for making recommendations to the Board on the appointment of the auditor and for approving the terms of engagement and remuneration of the auditor. The audit committee will also review reports from management and the Company's auditor on the financial accounts and internal control systems used throughout the Group.
REMUNERATION COMMITTEE
A remuneration committee will be established on Admission. The remuneration committee will be managed by CFO. The role of the remuneration committee will be to determine and agree with the Board the framework or broad policy for the remuneration of the Directors and such other members of the executive management of the Group as the remuneration committee considers appropriate. This will be done within the terms of the agreed policy, and in consultation with the Chairman as appropriate, to determine the total individual remuneration package of each executive director and other senior executives including bonuses, incentive payments and share options or other share awards, in all cases with due regard to the interests of Shareholders.
The remuneration committee will also be responsible for reviewing the design of all share incentive plans for approval by the Board and, if required, Shareholders. For any such plans, the remuneration committee will determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors and other senior executives and the performance targets to be used. In determining such remuneration packages and arrangements, due regard will be given to any relevant legal requirements, the provisions and recommendations in the LSE Rules and the FCA Guidelines.
NOMINATION COMMITTEE
A nomination committee will be established on Admission. The nomination committee is charged by Chao Tian. The role of the nomination committee will be to assist the Board in discharging its responsibilities relating to the composition and make-up of the Board.
The nomination committee will be responsible for evaluating the balance of skills, knowledge and experience of the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors and making appropriate recommendations to the Board on such matters.