Annual Report 2019

100 Transport International Holdings Limited 2019 Annual Report Corporate Governance Report The membership of each Committee (as at 1 January 2020) is shown below: Name of Directors Standing Committee Audit and Risk Management Committee Remuneration Committee Nomination Committee Independent Non-executive Directors Dr Norman LEUNG Nai Pang, GBS, JP Chairman Dr John CHAN Cho Chak, GBS, JP Member Chairman Chairman Dr Eric LI Ka Cheung, GBS, OBE, JP Chairman Member Member Professor LIU Pak Wai, SBS, JP Member Member Mr TSANG Wai Hung, GBS, PDSM, JP Member Member Non-executive Directors Mr Raymond KWOK Ping Luen, JP Member Mr Charles LUI Chung Yuen, M.H. Member Ms Winnie NG, JP Member Member Mr Allen FUNG Yuk Lun Member Member Mr William LOUEY Lai Kuen Member Executive Director Mr Roger LEE Chak Cheong Member Standing Committee The role of the Standing Committee is to advise and assist the Board in devising business strategies, making significant investment proposals and monitoring their implementation. The Standing Committee’s findings and recommendations are submitted directly to the Board. In 2019, the Standing Committee held six meetings with senior management to review and discuss financial, operational and strategic planning, as well as potential investment opportunities for the Group. Audit and Risk Management Committee The Chairman of the Audit and Risk Management Committee is Dr Eric LI Ka Cheung, an Independent Non- executive Director of the Company. He is a Certified Public Accountant who possesses the professional qualifications and accounting expertise prescribed by the Listing Rules. Dr LI and the other members of the Audit and Risk Management Committee have diverse experience in various business and professional fields as set down in the Directors’ biographies on pages 116 to 122 of this Annual Report. None of the members of the Audit and Risk Management Committee is a former or existing partner of the external auditors of the Company. The Audit and Risk Management Committee is responsible for establishing and maintaining an adequate internal control structure, ensuring the quality and integrity of financial statements, nominating independent external auditors, reviewing the adequacy of external audits in respect of cost, scope and performance, and ensuring that an effective system of internal control and risk management is established within the Company. The Audit and Risk Management Committee’s terms of reference are aligned with the recommendations set out in “A Guide for Effective Audit Committees” published by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and are regularly updated with reference to the recommendations of the CG Code of the Listing Rules. In 2019, the Audit and Risk Management Committee and senior management held a meeting focusing on safety issues and two meetings with the Company’s external auditors, KPMG – at which the Company’s financial reports, internal control systems and other relevant matters were reviewed and discussed. At the end of these meetings, the external auditors were invited to discuss in private with members of the Audit and Risk Management Committee issues noted during the course of the audit and any other matters they might wish to bring to the attention of the Audit and Risk Management Committee without the presence of senior management. Following each of the two meetings, the Chairman of the Audit and Risk Management Committee submitted a report to the Board of Directors and gave a briefing on all significant issues identified.