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6165金沙发电股份有限公司

Into DatangPower

Special Committee

LIST OF DIRECTORS AND THEIR ROLE AND FUNCTION

The members of the board of directors (the “Board”) of Datang International Power Generation Company Limited (the “Company”) are set out below:

Executive Directors:

Wu Jing (Vice President), Ying Xuejun (Company Secretary)

Non-Executive Directors:

Chen Jinhang (Chairman), Hu Shengmu, Liang Yongpan, Zhu Shaowen, Cao Xin, Cai Shuwen, Liu Haixia, Guan Tiangang

Independent Non-Executive Directors:

Jiang Guohua,Feng Genfu, Luo Zhongwei, Jiang Fuxiu, Liu Huangsong

The Board has established four specialised committees. The membership information of these committees on which each Board member serves is set out below:

Strategic Development and Risk Control Committee:

Convenor (Chairman): Luo Zhongwei(Independent Director)

Members: Jiang Fuxiu(Independent Director), Wu Jing, Liang Yongpan, Liu Haixia, Cao Xin, Zhu Shaowen

Audit Committee:

Convenor (Chairman): Jiang Guohua(Independent Director)

Members: Jiang Fuxiu(Independent Director), Feng Genfu, Guan Tiangang, Cai Shuwen

Remuneration and Appraisal Committee:

Convenor (Chairman): Liu Huangsong(Independent Director)

Members: Jiang Guohua(Independent Director), Feng Genfu(Independent Director), Hu Shengmu, Ying Xuejun

Nomination Committee:

Convenor (Chairman): Liu Huangsong(Independent Director)

Members: Jiang Guohua(Independent Director), Feng Genfu(Independent Director), Hu Shengmu, Ying Xuejun

TERMS OF REFERENCE OF THE AUDIT COMMITTEE

Membership:

1. Theauditcommittee(the “Audit Committee” or the “Committee”) of the board of directors (the “Board”) of Datang International Power Generation Co., Ltd. (the “Company”) is a special working body of the Board. The Audit Committee comprises five directors. The majority of the Committee members shall be [independent non-executive directors, at least one of whom shall be withfinancial management expertise.

2. The Audit Committee shall have a convenor (chairman), who shall be served by an independent non-executive director and be in charge of the work of the Committee.

Rules of Procedures:

The Audit Committee shall convene at least two meetings each year and hold irregular meetings according to work requirements. Committee meetings may be convened by way of physical meetings or through other means of communication (including teleconference, facsimile, etc).

Major Duties:

1. to be accountable to the Board; the proposals of the committee shall be submitted to the Board for consideration and approval; 2. to make recommendations on the appointment and replacement of external audit firms; 3. to supervise the Company’s internal audit system and its implementation; 4.to be responsible for the communication between internal and external auditors; 5.to review the Company’s financial information and its disclosures;6. to complement with the supervisory committee and the supervisors in reviewing the Company’s financial matters; 7. to review the establishment of the comprehensive internal control system; 8. to review the “Internal Control Evaluation Report” and the “Internal Control Assessment Report”; 9. to inspect the completeness of the establishment of the comprehensive internal control system; 10. to coordinate the audit of the internal controls and other related matters.

TERMS OF REFERENCE OF nomination COMMITTEE

Composition:

1. The nomination committee (the “Nomination Committee” or the “Committee”) of the board of directors (the “Board”) of Datang International Power Generation Co., Ltd. (the “Company”) is a special working body of the Board. The Nomination Committee comprises five members. The majority of the member shall be independent non-executive directors of the Company.

2. The Nomination Committee shall have a convenor (chairman), who shall be served by an independent non-executive director and be in charge of the work of the Committee.

Rules of proceedings:

The Nomination Committee shall convene at least one meeting each year and hold irregular meetings based on work requirements. Committee meetings may be convened by way of physical meetings or through other forms of communication (including teleconference, facsimile, etc).

Major Duties:

1. to make recommendations to the Board with respect to the scale, constitution and composition (including skills, knowledge and experience) of the Board based on the of operating activities, asset scale and shareholding structure of the Company; 2. to examine the selection criteria and procedures of directors and managers and to make recommendations to the Board; 3. to identify broadly candidatessuitably qualified to becomedirectors and managers; 4. toinvestigate the candidates of directors and managers and other senior management staff, and to make recommendations; 5. to assess the independence of independent non-executive directors. 6. to execute other matters as authorised by the Board.

TERMS OF REFERENCE OF

THE REMUNERATION AND APPRAISAL COMMITTEE

Membership:

1. The remuneration and appraisal committee (the “Remuneration and Appraisal Committee” or the “Committee”) of the board of directors (the “Board”) of Datang International Power Generation Co., Ltd. (the “Company”) is a special working body of the Board. The Remuneration and Appraisal Committee comprises five directors. The majority of the Committee members shall be independent non-executive directors.

2. The Remuneration and Appraisal Committee shall have a convenor (chairman), who shall be served by an independent non-executive director and be in charge of the work of the Committee.

Rules of Procedure:

The Remuneration and Appraisal Committee shall convene at least one meeting each year and hold irregular meetings according to work requirements. Committee meetings may be convened by way of physical meetings or through other means of communications (including teleconference, facsimile, etc).

Major Duties:

1. to be accountable to the Board; proposals of the Committee shall be submitted to the Board forconsideration and approval; 2. to make remuneration plan or proposal according to the major scopes of work, duties and significance of the directors, supervisors and senior management positions as well as the remuneration levels of comparable positions in other comparable companies; remuneration plan or proposal include but not limited to performance appraisal criteria, procedures and key appraisal system, and major incentive and penalty plans and systems; 3. to review the fulfillment of the responsibilities of the Company’s directors, supervisors and senior management and to conduct annual performance appraisal thereon; 4. to supervise the implementation of the remuneration system of the Company’s directors, supervisors and senior management; 5. to execute other matters as authorised by the Board.

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