CLP : Terms of Reference of Finance & General Committee (4 January 2016)

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.

Responsibilities

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:

establishment of and changes to major group-wide financial, accounting and treasury policies;

all major financing transactions of the Group;

issuance of shares and shares repurchase;

the Company's corporate plans and budgets;

major contracts and variations;

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;

financing guarantees and indemnities and mortgaging of the Company's assets;

any actual, or potential, major exception or occurrence which has, or may have, a major financial impact on the Company;

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;

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;

capitalisation of subsidiaries or associates, other than that which is the subject of an existing general or specific Board or Committee approval;

major Company Policies and Operating Practices, except those specifically assigned to other Board Committees;

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

proposed Principal Agreements with Government, Joint Venture and Shareholders' Agreements, Major Acquisitions, Disinvestment and Property Redevelopment;

to address and deal with such other matters as may be delegated by the Board to the Committee;

to report back to the Board on decisions or recommendations made, unless there are legal or regulatory restrictions to do so; and

to delegate such of its powers as the Committee deems appropriate to Management.

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, as from 1 January 2016, are :

CLP Power Hong Kong Limited

Meetings