Corporate Governance - 海口美兰国际机场

Corporate Governance

Organizational structure

Board of Directors

Supervisory Committee

Committees

Governance System

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The Board of Directors of the Company is composed of eleven directors, including four executive directors, three non-executive directors and four independent non-executive directors. The directors of the Company are elected by the Shareholders' General Meeting for a term of three years. Upon expiration of the term of office, a director may be elected for reappointment.

The Board of Directors is responsible to the Shareholders’ General Meeting and exercises the following authorities:

1、Responsible for convening and reporting to the Shareholders’ General Meeting;

2、Implementing the resolutions of the Shareholders’ General Meeting;

3、Determining the Company’s business plan and investment plan;

4、Formulating the Company’s annual financial budget plan and final accounting plan;

5、Formulating the Company’s profit distribution plan and loss compensation plan;

6、Formulating plans of the Company for increasing or decreasing the registered capital, issuing corporate bonds and other securities and listing;

7、Formulating plans of the Company for merger, division, dissolution or change of company form;

8、Determining the settings of the Company’s internal management organization;

9、Appointing or dismissing the managers and the secretaries of the Board of Directors of the Company according to the nomination of the chairman; and appointing or dismissing the deputy managers and other 10、senior management personnel of the Company according to the nomination of the general manager, and deciding their remuneration;

11、Formulating the basic management system of the Company;

12、Formulating the revision plan of the Articles of Association of the Company;

13、Drafting the major acquisition or sale plan of the Company;

14、Evaluating and determining the nature and degree of risks to ensure the realization of the Company’s strategic objectives;

15、Establishing and maintaining an appropriate and effective risk management and internal control system;

16、Supervising the management’s design, implementation and monitoring of risk management and internal control system;

17、Propose to the Shareholders’ Meeting to appoint or dismiss the accounting firm that undertakes the audit business of the Company; and

Implementing other powers stipulated in the Articles of Association of the Company or granted by the Shareholders’ General Meeting.

The Board of Directors of the Company consists of the Audit Committee, Remuneration Committee, Nomination Committee and Strategic Committee. Please refer to the latest annual report of the Company or related announcements for the responsibilities and structure of each committee.

The Supervisory Committee of the Company is composed of two independent supervisors and one employee representative supervisor, one of whom is appointed as the chairman of the Supervisory Committee. The independent supervisors are elected by the Shareholders’ General Meeting, and the employee representative supervisor is elected by the employees of the Company through the Employee Representative Meeting, Employee Meeting or other forms of democratic elections. The term of office of the supervisor is three years, and the supervisor can be elected for reappointment at the expiration of the term.

The functions and authorities of the Supervisory Committee include:

1、Checking the Company’s finances;

2、Supervising the acts of directors, general managers and other senior management personnel of the Company in performing their duties, and putting forward suggestions for dismissal of any one of them that violates laws, administrative regulations or the Articles of Association of the Company;

3、Asking for correction of any behaviors damaging the interests of the Company by the Company’s directors, general managers and other senior management personnel;

4、Checking the financial information to be submitted to the Shareholders’ General Meeting by the Board of Directors, such as the financial report, business report and profit distribution plan. If any doubt is found, certified public accountants and certified auditors may be entrusted to conduct re-audit in the name of the Company;

5、Proposing to convene an Extraordinary Shareholders’ General Meeting, and convening and presiding over the Shareholders’ General Meeting when the Board of Directors fails to perform its duties as stipulated in the Articles of Association;

6、Putting forward proposals to the Shareholders’ General Meeting;

7、Taking legal action against the directors, general managers and other senior management personnel in accordance with the provisions of Article 151 of the Corporation Law;

8、Implementing other authorities stipulated by laws, administrative regulations and the Articles of Association of the Company.

Audit Committee

Fung Ching, Simon (Chairman of the Committee)

George F Meng

Ye Zheng

Remuneration Committee

Deng Tianlin (Chairman of the Committee)

Fung Ching, Simon

Ren Kai

Nomination Committee

Fung Ching, Simon (Chairman of the Committee)

Wang Zhen