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ASMC's Board of Directors shall consist of 10 Directors, three of whom are independent non-executive Directors.
The Directors are elected at the shareholders' meeting for a term of three years, renewable upon re-election and re-appointment. An independent Director cannot concurrently hold the position of a Supervisor, manager or financial controller. The functions and duties conferred on the Board of Directors include convening shareholders' meetings and reporting its work to the shareholders' meetings, implementing the resolutions of the shareholders' meetings, determining the business plans and investment plans, formulating final accounts, formulating the proposals for dividend and bonus distributions and for the increase or reduction of share capital as well as exercising other powers, functions and duties as conferred by the company's articles of associations.
ASMC established an audit committee on 28 May 2004 with written terms of reference. The primary duties of the audit committee are to review and supervise the financial reporting process and internal control system, nominate and monitor external auditors and provide advice and comments to the Board of Directors.
The Audit Committee of the Company's third session of Board of Directors consists of five members. Mr. James Arthur WATKINS is chairman of the audit committee and the other members are Mr. Thaddeus Thomas BECZAK (who is the independent non-executive Director and possesses appropriate accounting or related financial management expertise for the purpose of Rule 3.10(2) of the Hong Kong Listing Rules), Mr. David Siu Kee KIANG, Mr. SHEN Weijia and Ms. SHEN Qing.
Terms of Reference 
ASMC established a remuneration committee on 28 May 2004 with written terms of reference. The primary functions of the remuneration committee include determining the policies in relation to human resources management, reviewing the remuneration policies, determining the remuneration packages of the Directors, Supervisors, senior executives and managers, recommending and establishing annual and long-term performance criteria and targets as well as reviewing and supervising the implementation of all executive remuneration packages and employee benefits plans.
The remuneration committee of the Company's third session of the Board of Directors consists of three non-executive Directors with a majority of two independent non-executive Directors. Mr. SHEN Weijia is chairman of the remuneration committee and the other members are Mr. ZHU Jian and Mr. James Arthur WATKINS.
Terms of Reference
ASMC established a nomination committee on 18 August 2010 with written terms of reference. The primary duties of the nomination committee are to study the selection criteria and procedure for the nomination of Directors and Senior Management and making proposals to the Board, establish proper succession plan for Directors and Senior Management and regularly review the plan to meet the need of the Company, and evaluate the candidates for Directors and Senior Management and make proposals to the Board.
The nomination committee of the Company's third session of Board of Directors consists of five members. Mr. CHEN Jianming is chairman of the nomination committee and the other members are Mr. Winfried Lodewijk PEETERS, Mr. SHEN Weijia, Mr. Thaddeus Thomas BECZAK and Mr. James Arthur WATKINS.
Terms of Reference
| Strategic Development Committee |
ASMC established a strategic development committee on 18 August 2010 with written terms of reference. The primary duties of the strategic development committee are to study and review the Company's proposals on major projects such as investment, capital deployment, operation of assets and financing plans and providing opinions thereon which shall be approved by the Board regulated by the “Articles of Association of the Company, investigate and study out and review the Company's long-term development strategy, and provide proposals on major issues that will affect the Company's development.
The strategic development committee of the Company's third session of Board consists of five members. Mr. LI Zhi is chairman of the strategic development committee and other members are Mr. Winfried Lodewijk PEETERS, Mr. ZHU Jian, Ms. SHEN Qing and Mr. SHEN Weijia.
Terms of Reference
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