CORPORATE GOVERNANCE
Corporate Governance

The Board of Directors (the "Board") of TCL Electronics aims to achieve the highest standards of corporate governance and business ethics in pursuing its mission of becoming the world's leader in the smart technology industry. The Group's ultimate goal is to maximize values for its shareholders and customers, and to create opportunities for its staff.

Board of Directors

The Board of Directors steers the Group's business direction. It is responsible for formulating the Group's long-term strategies, setting business development goals, assessing results of management policies, monitoring the management's performance and ensuring effective implementation of risk management measures on a regular basis.

The Board currently comprises 11 directors, including 4 executive directors, 3 non-executive directors and 4 independent non-executive directors. The non-executive directors, more than half of whom are independent, play an important role in the Board. Accounting for about half of the Board members, they are experienced professionals in their respective fields. They are responsible for ensuring that the Board maintains high standards of financial and other mandatory reporting as well as providing adequate checks and balances for safeguarding the interest of the shareholders of the Company and the Group as a whole.

Audit Committee

The Audit Committee is accountable to the Board and assists the Board in meeting its responsibilities in ensuring an effective and adequate system is in place for internal controls and risk management system, and for meeting its external financial reporting obligations and compliance with other legal and regulatory requirements. The Audit Committee also reviews and monitors the scope and effectiveness of the work of external auditors.

Terms of Reference

Remuneration Committee

The Remuneration Committee meets from time to time to make recommendations to the Board on the Company’s remuneration policy and structure for all remuneration of directors and senior management, and on the establishment of a formal and transparent procedure for developing policy on such remuneration. The Remuneration Committee also reviews and approves the performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time, and determines, with delegated responsibility, the remuneration packages of individual executive directors and senior management.

Terms of Reference

Nomination Committee

The Board has established a nomination committee which sets up a framework and standards for the appointment of highly qualified directors who are capable of leading the company to achieve sustainable development. It considers matters regarding the nomination and/or appointment or reappointment of director(s).

Terms of Reference

Strategy Committee

The Board of Directors has delegated authority to the Strategy Committee, which is responsible for making certain decisions for the company's management. According to the terms of reference, the Strategy Committee should be appointed by the Board of Directors from the executive directors.

Corporate Transparency

The Group maintains a high level of corporate transparency and has frequent interactions with shareholders, investors and media through different channels, to ensure that shareholders can obtain company information which is comprehensive, identical, fair and easy-to-understand in a timely manner. The Board of Directors has taken appropriate steps to maintain effective communication with shareholders.

MEMORANDUM OF ASSOCIATION
Procedures for Shareholders to Propose a Person for Election as a Director
SHAREHOLDERS' COMMUNICATION POLICY
BOARD DIVERSITY POLICY
DIVIDEND POLICY
NOMINATION POLICY