# Audit Committee (continued)

The Audit Committee shall meet at least twice a year. During the year, three meetings of the Audit Committee were held and attended by the external auditors of the Company. The attendance of the members was set out in the sub-section headed “Board Meetings” of this report.

The primary duties of the Audit Committee include acting as the key representative body for overseeing the relationship with the external auditors; reviewing and monitoring the effectiveness of the audit process; reviewing the Group’s financial information; overseeing the Group’s financial reporting system and risk management and internal control systems. The latest terms of reference of the Audit Committee can be viewed on the websites of the Stock Exchange and the Company at www.hkexnews.hk and www.avicjoyhk.com, respectively.

During the year, the Audit Committee has held three meetings and has reviewed and discussed the financial reporting matters, including:

(i) reviewed and recommended for the Board’s approval the interim and annual results, the interim report and annual report and other financial statements;

(ii) considered and discussed the reports and presentations from the external auditors and the senior management, respectively, with particular focus on the appropriateness of accounting policies and practices, areas of judgment, compliance with the Hong Kong Financial Reporting Standards and other legal requirements in relation to financial reporting;

(iii) recommended to the Board on the re-appointment of the external auditors and the relevant terms of engagement, including their remuneration;

(iv) reviewed the risk management and internal control systems of the Group and the effectiveness of the Group’s internal audit function for the year which covered financial, operational and compliance controls. The process used in such review including discussions with the management of the Company on the risk areas identified and the review of findings and reports from an independent professional advisor. The Audit Committee reviewed and concurred with the management’s confirmation that the Group’s risk management and internal control systems were effective and adequate for the year; and

(v) reviewed and was satisfied with the adequacy of the resources, staff qualification and experience, training programmes and budget of the Company’s accounting, financial reporting and internal audit functions.

# Remuneration Committee

From 1 January 2017 to 1 April 2017, the Remuneration Committee comprised four members, namely Mr. Hu Xiaowen (Chairman of the Remuneration Committee), Mr. Wu Meng, Mr. Gong Changhui and Mr. Zhu Dong. Subsequent to Mr. Wu’s resignation and his cessation to be a member of the Remuneration Committee with effect from 1 April 2017, the Remuneration Committee comprises three members, namely, Mr. Hu Xiaowen, Mr. Gong Changhui and Mr. Zhu’s. Subsequent to Mr. Huang Bo’s appointment as a member of the Remuneration Committee with effect from 30 June 2017, the Remuneration Committee comprises four members, namely, Mr. Hu Xiaowen, Mr. Gong Changhui, Mr. Zhu Dong and Mr. Huang Bo. Subsequent to Mr. Zhu’s resignation and his cessation to be a member of the Remuneration Committee with effect from 5 November 2017, Mr. Huang’s resignation and his cessation to be a member of the Remuneration Committee with effect from 23 November 2017, Mr. Hu’s resignation and his cessation to be the chairman and a member of the Remuneration Committee with effect from 2 December 2017, and Mr. Gong’s resignation and his cessation to be a member of the Remuneration Committee with effect from 4 December 2017 and the appointment of Mr. Jiang Ping as the chairman and a member of the Remuneration Committee, the appointment of Mr. Guo Wei and Ms. Wu Rui as members of the Remuneration Committee, all with effect from 4 December 2017, the Remuneration Committee comprises three members, namely, Mr. Jiang Ping (Chairman of the Remuneration Committee), Mr. Guo Wei and Ms. Wu Rui.

The Remuneration Committee shall meet at least once a year. During the year, three meetings of the Remuneration Committee were held and the attendance of the members was set out in the sub-section headed “Board Meetings” of this report.

Details of the Directors’ emoluments and remuneration payable to members of senior management by band are set out in note 9 to the financial statements. The Remuneration Committee adopted the model “to determine, with delegated responsibility, the remuneration packages of individual executive Directors and senior management”.

The primary duties of the Remuneration Committee include to make recommendations to the Board on the Company’s policy and structure for all Directors’ and senior management’s remuneration, to review and approve the management’s remuneration proposal with reference to the Company’s corporate goals and objectives, to determine the remuneration packages of individual executive Directors and senior management including benefits in kind, pension rights and compensation payment comprising any compensation payable for loss or termination of their office or appointment, to make recommendations to the Board on the remuneration of non-executive Directors. The latest terms of reference of the Remuneration Committee can be viewed on the websites of the Stock Exchange and the Company at www.hkexnews.hk and www.avicjoyhk.com, respectively.