CLP HOLDINGS LIMITED
Board Committees SECTION
Finance & General Committee (PAGE 1 OF 3 ) SUBJECT
A. Functions
The Finance & General Committee is appointed by the CLP Holdings Board of Directors to review the financial operations of the Company and matters regarding the acquisitions of or investments in companies, business or projects. It endorses recommendations to the Board as deemed appropriate or, add its own views and then approve actions within its delegated authority.
B. Responsibilities
1. To review financial and financial-related matters as well as issues regarding the management and operation of the Company. Such reviews include but are not limited to the following:
(a) establishment of and changes to major group-wide financial, accounting and treasury policies;
(b) all major financing transactions of the Group; (c) issuance of shares and shares repurchase;
(d) the Company's corporate plans and budgets; (e) major contracts and variations;
(f) the financial operations of the Company as recorded in the interim and annual financial statements and reports and proposals for dividends and transfers to reserve;
(g) financing guarantees and indemnities and mortgaging of the Company's assets;
(h) any actual, or potential, major exception or occurrence which has, or may have, a major financial impact on the Company;
(i) investment and/or forfeiture of unclaimed dividends and making ex- gratia payments in respect of the forfeited dividends pursuant to the Company's Articles of Association;
Board Committees SECTION
Finance & General Committee (PAGE 2 OF 3 ) SUBJECT
(j) guarantees, financial support, undertakings and indemnities in respect of investments or liabilities of subsidiaries or associates, other than those which are the subject of an existing general or specific Board or Committee approval;
(k) capitalisation of subsidiaries or associates, other than that which is the subject of an existing general or specific Board or Committee approval;
(l) major Company Policies and Operating Practices, except those specifically assigned to other Board Committees;
(m) the institution of legal proceedings against employees, or against a Government body or agency or any other party which could have major Government/public relations impact; and
(n) proposed Principal Agreements with Government, Joint Venture and Shareholders' Agreements, Major Acquisitions, Disinvestment and Property Redevelopment;
2. to address and deal with such other matters as may be delegated by the Board to the Committee;
3. to report back to the Board on decisions or recommendations made, unless there are legal or regulatory restrictions to do so; and
4. to delegate such of its powers as the Committee deems appropriate to
Management.
Board Committees SECTION
Finance & General Committee (PAGE 3 OF 3 ) SUBJECT
C. Composition
The Chairman of the Board is delegated with the power to appoint or remove members/alternate members including the Chairman of the Finance & General Committee. The members of the Finance & General Committee, after the conclusion of the CLP Holdings Board Meeting on 13 August 2015, are :
1. | Mr. William Mocatta, Vice Chairman | Chairman |
2. | Mr. V. F. Moore, Independent Non-executive Director | Member |
3. | Sir Rod Eddington, Independent Non-executive Director | Member |
4. | Mr. Nicholas C. Allen, Independent Non-executive Director | Member |
5. | Mr. Vincent Cheng, Independent Non-executive Director | Member |
6. | Ms. Irene Lee, Independent Non-executive Director | Member |
7. | Mr. Andrew Brandler, Non-executive Director | Member |
8. | Mr. Richard Lancaster, Chief Executive Officer | Member |
9. | Mrs. Betty Yuen, Group Director & Vice Chairman - | Member |
CLP Power Hong Kong Limited
10. Mr. Geert Peeters, Group Director & Chief Financial Officer Member
D. Meetings
The meetings and proceedings are governed by the provisions contained in the Company's Articles of Association and the CLP Code on Corporate Governance for regulating the meetings and proceedings of Directors and summaries of matters discussed at such meetings are to be tabled at the next succeeding meeting of the Board.
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