We have four (4) Directors on our Board, comprising one (1) Executive Directors and three (3) Independent Non-Executive Directors. Our Independent Directors do not have any existing business or professional relationship with our Group, our other Directors, our Executive Officers and/or Substantial Shareholders. Our Independent Directors are also not related to our other Directors, Executive Officers and/or Substantial Shareholders. None of our Independent Directors sit on the board of our principal subsidiaries that are based in jurisdictions other than Singapore.

Our Directors are appointed by our Shareholders at a general meeting, and an election of Directors takes place annually. Our Constitution provides that our Directors will consist of not less than two (2) Directors. Save for our Executive Chairman Mr. Ren with whom we have entered into the Service Agreements, our Directors do not have fixed terms of office. Each Director shall retire from office once every three (3) years and for this purpose, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation. Directors who retire are eligible to stand for re-election.

Our Audit and Risk Committee comprises Mr. Teh, Mr. Wang and Mr. Lyu. The Chairman of our Audit and Risk Committee is Mr. Teh. The quorum shall be any three (3) members, including the chairman of our Audit and Risk Committee. Our Audit and Risk Committee will assist our Board of Directors in discharging its responsibility to safeguard our assets, maintain adequate accounting records and develop and maintain effective systems of internal control, with the overall objective of ensuring that our management creates and maintains an effective control environment in our Group.

Our Audit and Risk Committee will provide a channel of communication between our Board, our management and our external auditors on matters relating to audit. Our Audit and Risk Committee will meet periodically to perform, among others, the following functions:

• review with the internal and external auditors, the audit plans, scope of work, their evaluation of our system of internal controls, audit reports, their management letters and our management’s response, and the results of audits compiled by our internal and external auditors, and will review at regular intervals with the management the implementation by our Group of the internal control recommendations made by our internal and external auditors;
• review the periodic consolidated financial statements and any formal announcements relating to our Group’s financial performance before submission to our Board for approval, focusing in particular on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, compliance with accounting standards, compliance with the Listing Manual and any other statutory and regulatory requirements, concerns and issues arising from their audits including any matters which the auditors may wish to discuss in the absence of our management, where necessary, before submission to our Board for approval;
• review and report to the Board, at least annually, the adequacy and effectiveness of our Group’s internal control and procedures (including financial, operational, compliance and information technology controls) and risk management systems and have oversight of the internal control processes of our Group;
• review and discuss with our internal auditors and our external auditors, any issues and concerns arising from the internal audits and our external auditors, any suspected fraud, irregularity or infringement of any relevant laws, rules and regulations, which has or is likely to have a material impact on our Group’s financial performance or financial position and our management’s response;
• review our key financial risk areas, with a view to providing an independent oversight on our Group’s financial reporting, the outcome of such review to be disclosed in the annual reports or of the findings are material, to be immediately announced via SGXNet;
• review and approve all hedging policies implemented by our Group (if any) and conduct periodic review of foreign exchange transactions and hedging policies and procedures;
• review the co-operation given by our management to our internal and external auditors, where applicable;
• review periodically, the accuracy, effectiveness, scope of the internal and external audit, independence and objectivity of the internal and external auditors, as well as consider the appointment or re-appointment of the internal and external auditors, including approving the remuneration and terms of engagement of the internal and external auditors;
• review, on an annual basis, the processes and procedures in relation to the appointment and removal of the legal representative of our Group’s PRC subsidiaries;
• monitor and review the adequacy and implementation of measures to safeguard the corporate seal, finance seal, legal seal and cheque books of each of our Group’s PRC subsidiaries;
• receive and review at least quarterly reports from management on major risk exposures and the steps taken to monitor, control and mitigate such risks;
• appoint, re-appoint or remove the accounting or auditing firm or corporation to which the internal audit function is outsourced (including the review of their fees and scope of work);
• monitor the procedures in place to ensure compliance with the SFA, the Listing Manual and all applicable legislation, regulations and guidelines including notices issued by the MAS;
• review and discuss with management the risk governance structure and their risk policies, risk mitigation and monitoring processes and procedures;
• review and monitor the measures to rectify the non-compliances in relation to microfinancing loans under the Debt Investment Business on an on-going basis, including engaging PRC legal advisers to advise our Group on compliance with the applicable laws and regulations, and the impact of the non-compliances on our Group’s operations and licences;
• review and approve any interested person transactions falling within the scope of Chapter 9 of the Listing Manual and review procedures thereof;
• monitor the deeds of undertaking given by Yangzijiang Shipbuilding (Holdings) Ltd. and Yangzijiang Financial Holding Ltd. to ensure that the respective deeds of undertakings are complied with. For the avoidance of doubt, this would include regular monitoring and reviewing of the effectiveness of the deeds of undertakings in mitigating potential conflicts of interests;
• review and assess, from time to time, the prevailing processes put in place to manage any material conflicts of interests with the aforementioned Directors and Executive Officers and consider, where appropriate, the additional measures for the management and mitigation of such conflicts;
• review potential conflicts of interest (if any) and set out a framework to resolve or mitigate any potential conflicts of interests as well as monitor compliance with such framework;
• review, publicly disclose, and clearly communicate to our employees, the procedures by which employees of our Group may, in confidence, report to the chairman of our Audit and Risk Committee, possible improprieties in matters of financial reporting or other matters and ensure that there are arrangements in place for independent investigation and follow-up actions thereto;
• review transactions falling within the scope of Chapter 10 of the Listing Manual, if any;
• review the assurance from our Chairman and Financial Controller on our financial records and financial statements;
• review the significant financial reporting issues and judgments so as to ensure the integrity of the financial statements of our Company and any announcements relating to our financial performance;
• review our Group’s compliance with such functions and duties as may be required under the relevant statutes or the Listing Manual, including such amendments made thereto from time to time;
• review the whistle-blowing policy and procedures;
• undertake such other reviews and projects as may be requested by our Board, and report to our Board its findings from time to time on matter arising and requiring the attention of our Audit and Risk Committee;
• commission and review findings of internal investigations into mater where there is any suspected fraud or irregularity, failure of internal controls or infringement of any law, rules or regulations which has or is likely to have a material impact on our Group;
• make recommendations to the Board on establishing an adequate, effective and independent audit function (which can be in-house or outsourced to a reputable accounting/auditing firm or corporation) and ensure that the internal audit function is adequately resourced and staffed with persons with the relevant qualifications and experience and that the internal auditors comply with the standards set by nationally or internationally recognised professional bodies;
• review the risk profile of our Group and the appropriate steps to be taken to mitigate and manage risks at acceptable levels determined by the Board;
• review and establish procedures for receipt, retention and treatment of complaints received by our Group, among others, criminal offences involving our Group or its employees, questionable accounting, auditing, business, safety or other matters that impact negatively on our Group, and ensure that arrangements are in place for the independent investigations of such matters and for appropriate follow-up; and
• undertake generally such other functions and duties as may be required by law or the Listing Manual, and by such amendments made thereto from time to time.

Our Remuneration Committee represented above comprises Mr. Wang, Mr. Teh and Mr. Lyu. The Chairman of our Remuneration Committee is Mr. Wang. The quorum shall be any three (3) members, including the chairman of our Remuneration Committee.

Each member of our Remuneration Committee shall abstain from voting on any resolution and making any recommendations and/or participating in any deliberations of our Remuneration Committee in respect of matters in which he is interested.

Our Remuneration Committee will, among others, recommend to our Board a framework of remuneration for our Directors, Chairman, Key Executive and determine specific remuneration packages for each Executive Director. The recommendations of our Remuneration Committee will be submitted for endorsement by our entire Board. All aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options and benefits-in-kind shall be reviewed by our Remuneration Committee.

The remuneration of employees who are related to our Directors or Substantial Shareholders will also be reviewed annually by our Remuneration Committee to ensure that their remuneration packages are in line with our staff remuneration guidelines and commensurate with their respective job scopes and level of responsibilities. Our Remuneration Committee will also review and approve any bonuses, pay increments and/or promotions for these related employees. Each member of the Remuneration Committee shall abstain from voting on any resolutions in respect of his remuneration package or that of employees related to him.