CONSTITUTION
1. The Risk Management Committee (the “Committee”) was established pursuant to a resolution passed by the board of directors (the “Board”) of China Investment Development
Limited (the “Company”) on 28 December 2015.
MEMBERSHIP
2. The members of the Committee shall be appointed by the Board and shall consist of all independent non-executive directors, the Chief Executive Officer and the Financial Controller
of the Company.
3. The Board shall appoint the chairman of the Committee who is to lead the Committee and ensure that the Committee operates and discharges its duties efficiently.
4. The company secretary of the Company shall be the secretary of the Committee. In the absence of the company secretary, the members present shall elect one among themselves
or appoint another person as the secretary for that meeting.
5. The appointment of the members or secretary of the Committee may be revoked, or additional members may be appointed to the Committee by separate resolutions passed by the
Board and by the Committee.
FREQUENCY OF MEETINGS
6. The Committee shall meet not less than twice a year. Additional meetings may be held as and when the Committee considers necessary.
NOTICE OF MEETINGS
7. A meeting of the Committee may be convened by any of its members through the secretary of the Committee.
8. Unless otherwise agreed by all the members of the Committee (either orally or in writing), notice of each meeting stating the purpose, time, date and place of the meeting shall be
given to each member of the Committee and any other person invited to attend the meeting at least five days prior to the date of the meeting.
9. And any supporting documents and papers shall be forwarded to each member of the Committee and any other person invited to attend the meeting at least two days prior to the
date of the meeting (or such other period as the members may agree).
PROCEEDINGS OF MEETINGS AND RESOLUTIONS
10. Unless otherwise specified hereunder, the provisions contained in the Company’s Bye-laws (as amended from time to time) for regulating meetings and proceeding of directors shall
apply to the meetings and proceedings of the Committee.
11. No business shall be transacted at any meeting of the Committee unless a quorum is present. The quorum of a meeting shall be two members of the Committee.
12. Only members of the Committee have the right to attend Committee meetings. Other persons including but not limited to any director, management, external advisors or consultants
may be invited by the Committee to attend for all or part of any meeting as and when appropriate.
13. Meetings of the Committee may be held either in person or through electronic means of communication or in such other manner as the members may agree.
14. Questions arising at any meeting shall be determined by a majority of votes of the members of the Committee present. Each member of the Committee shall have one vote. In the
case of any equality of votes, the chairman of the meeting shall have an additional or casting vote.
15. Members must abstain from voting in respect of any resolution in which he is an interested party.
16. A resolution in writing signed by all members of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee. Any such resolution may be
contained in a single document or may consist of several documents in like form each signed by one or more of the members of the Committee.
17. Draft and final versions of minutes of the Committee meetings shall be sent to all Committee members for their comment and records within a reasonable time after the meeting.
18. The secretary of the Committee shall cause full minutes with sufficient details to be made in books to be provided for the purpose of the proceedings of all meetings of the Committee
and of the attendances thereat and of all business transacted, resolutions passed and orders made at such meetings. Any such minutes of any meeting, if purporting to be signed by
the chairman of such meeting or by the chairman of the next succeeding meeting of the Committee, shall be sufficient evidence without any further proof of the facts therein stated.
AUTHORITY
19. The Committee is authorized by the Board to investigate any activity within its terms of reference and make any recommendations to the Board which it deems appropriate on any
area within its remit where action or improvement is needed. It is authorized to seek any information it requires from the management and any employee of the Company.
20. The Committee is authorized by the Board to obtain any independent professional advice, at the Company’s expense, from any person if it considers it necessary to perform its duties.
If necessary, the Committee may invite external advisers with relevant experience to attend meetings of the Committee and delegate any of its duties as is appropriate to such person
or persons as it thinks fit.
21. The Committee is to be provided with sufficient resources to discharge its duties.
DUTIES AND FUNCTIONS
22. The duties and functions of the Committee shall include:
(a) reviewing the Company’s risk management policies and standard, as well as the fundamental concepts and scope of compliance management;
(b) providing guidelines to the management on risk management and setting up procedures to identify, assess and manage material risk factors; and ensure the management discharges
its responsibility in establishing an effective risk management system;
(c) supervising and monitoring the Company’s exposure to legal sanction risks and implementation of the related internal control policies and procedures adopted by the Company;
(d) reviewing, evaluating and updating from time to time the internal control policies and measures in respect of the control procedures of risks;
(e) making recommendations on improvement of the Company’s compliance and risk management;
(f) evaluating and advising on the risks involved in major decisions that need to be reviewed by the Board and solutions to the major risks;
(g) evaluating the risks of major investment and funding projects and issues concerning the operation of capital, and to advise the Board on the decision making; and
(h) other matters as authorized by the Board.
REPORTING PROCEDURES
23. The Committee shall report directly to the Board on its findings, decisions and/or recommendations, unless there are legal or regulatory restrictions on its ability to do so (such as
restriction on disclosure due to regulatory requirements). At the next meeting of the Board following a meeting of the Committee, the chairman of the Committee shall report
the findings, decisions and/or recommendations of the Committee to the Board. The secretary of the Committee shall also circulate the minutes of meetings, reports and/or written
resolutions (if any) of the Committee to all members of the Board.
AMENDMENT
24. Any amendment to these terms of reference must be approved by the Board.
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