The Environmental, Social and Governance Committee (“ESG”) of the Board is responsible for determining and reviewing policies and practices on matters of environmental, social and corporate governance including (i) to oversee the development and implementation of ESG vision, strategy and policies; (ii) monitor and review emerging ESG trends and issues and provide guidance on the development of the Company’s ESG vision in light of the same; (iii) to adopt and update as necessary the Company’s policies on production safety, environmental protection, social responsibility management and corporate governance; and (iv) the on-going review and monitor the training and continuous professional development of Directors and senior management, review and monitor the policies and practices on compliance with legal and regulatory requirements, develop, review and monitor the code of conduct and compliance manual, ensure compliance with the disclosure requirements under the Listing Rules and the Code on Corporate Governance, and assess and make recommendations to the Board on a regular basis regarding the effectiveness of the Board as a whole, committees of the Board, and the contribution of its individual members.
Our Environmental, Social and Governance Committee currently comprises two Non-Executive Director, Mr. Od Jambaljamts, Mr. Myagmarjav Ganbyamba and three independent Non-Executive Directors, namely Mr. Chan Tze Ching, Ignatius, Dr. Khashchuluun Chuluundorj and Mr. Unenbat Jigjid. Mr. Unenbat Jigjid is the Chairman of our Environmental, Social and Governance Committee.
The Remuneration Committee of the Board is responsible for determining and reviewing compensation arrangements for the Directors, the chief executive officer and the senior management. The Remuneration Committee assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum shareholder benefit from the retention of a high quality board and executive team. To assist in achieving these objectives, the Remuneration Committee considers the nature and amount of Executive Directors’ and senior executives’ emoluments with reference to the Company’s financial and operational performance. All senior executives have the opportunity to qualify for participation in the Share Option Scheme, which currently provides incentives where specified criteria are met.
Our Remuneration Committee currently comprises one Executive Director, Mr. Odjargal Jambaljamts and two independent Non-Executive Directors, namely Mr. Unenbat Jigjid and Dr. Khashchuluun Chuluundorj. Dr. Khashchuluun Chuluundorj is the Chairman of our Remuneration Committee.
The Nomination Committee of the Board is responsible for making recommendations to the Board regarding candidates to fill vacancies on the Board.
Our Nomination Committee currently comprises one Executive Director, Mr. Odjargal Jambaljamts and two independent Non-Executive Directors, namely Mr. Unenbat Jigjid and Dr. Khashchuluun Chuluundorj. Mr. Odjargal Jambaljamts is the Chairman of the Nomination Committee.
The Board has established an Audit Committee, which operates under a charter approved by the Board. It is the Board’s responsibility to ensure than an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations such as the benchmarking of operational key performance indicators. The Board has delegated the responsibility for the initial establishment and the maintenance of a framework of internal controls and ethical standards for our management to the Audit Committee.
Our Audit Committee currently comprises one Non-Executive Director Ms. Enkhtuvshin Gombo and three independent Non-Executive Directors, namely Mr. Unenbat Jigjid, Dr. Khashchuluun Chuluundorj and Mr. Chan Tze Ching, Ignatius. Mr. Chan Tze Ching, Ignatius is the Chairman of the Audit Committee.
