Corporate Governance

The TCL Group recognises that a robust corporate governance system redounds to the overall benefit of the organization by fostering better performance and by facilitating a lower risk of malfeasance as well as a lower cost of capital. Based on the guiding principles of fairness, transparency and accountability, the Company strives to maintain a high standard of corporate governance through the establishment of a comprehensive and efficient framework of policies, procedures and systems and the promotion of a responsible corporate culture throughout the Group. The TCL Group is committed to adhering to the principles and practices of good corporate governance and the Governance Committee, a Subcommittee of the Board, establishes the foundations for compliance.

Members:

The Audit Committee is a Subcommittee of the Board charged with the responsibility for:

1. Appointment and ongoing assessment of the External Auditors;
2. Reviewing and advising the Board on the integrity of financial statements;
3. Oversight of the establishment, implementation and assessment of the Risk Management Function;
4. Ensuring that an effective system of internal controls is established and maintained;
5. Assessing compliance with applicable laws and regulations; and
6. Monitoring and assessing the internal audit function.

Members:

All members with the exception of David Inglefield were appointed at a board meeting on 22^nd January 2015. In order to ensure excellence in TCL Group’s human capital and cultural initiatives, the Human Resource Committee’s strategic direction and vision are aligned to the Company’s strategic plan. The following categories of policies are administered by the Human Resource Committee:

• Talent acquisition
• Organization capacity building
• Performance management
• Executive development
• Organizational structure and design
• Employee wellness

A summary of the Terms of Reference of the Human Resources Committee follows:

1. To formulate policies for the TCL Group’s Human Resource Management function and to make recommendations to the Board for approval and adoption;
2. To review, approve and ensure compliance with existing administrative policies and recommend to the Board the adoption of proposals for all senior managers and executives across the TCL Group;
3. To ensure that the TCL Group Human Resource function provides efficient services to all Subsidiaries utilizing equitable, transparent and contemporary performance management measures and systems; and
4. To act autonomously and approve on its own account specific human capital initiatives and recommendations that fall within the overall ambit of pre-existing Board approved policies and systems.

Members:

Download our Corporate Governance Policy – PDF 4MB

Download our TCL By-Laws – PDF 7.4MB