Investors » Corporate Governance
Mr. ANDY CHEUNG
Independent Non-Executive
Director
Mr. ANDY CHEUNG
Independent Non-Executive Director
Mr. ANDY CHEUNG is an independent non-executive Director of the Company, a member of the Audit Committee, Nomination Committee and Risk Management and ESG Committee.
Mr. Cheung has over 30 years of professional accounting and auditing experience. He has been a member of Hong Kong Institute of Certified Public Accountants since 1986 and was a member of its disciplinary panel from 2015 to 2020.
Mr. Cheung is currently serving as a director in various public companies in Hong Kong and the United States. Mr. Cheung has been an independent non-executive director and chairman of the audit committee of each of JW (Cayman) Therapeutics Co. Ltd and Hua Medicine, companies the shares of which are listed on the Stock Exchange (stock codes 2126 and 2552 respectively) since 2020 and 2023 respectively. In addition, Mr. Cheung has been an independent non-executive and chairman of the audit committee of CanSino Biologics Inc., a company the shares of which are listed on the Stock Exchange (stock code: 6185) and the Shanghai Stock Exchange (stock code: 688185), since 2024. He is also an independent director and the chairman of the audit committee of Adagene Inc., a company the shares of which are listed on Nasdaq Stock Market (stock code: ADAG), since 2021.
From 2018 to 2020, Mr. Cheung was the deputy area managing partner of Ernst & Young (“EY”) in Asia Pacific, overseeing its business operations, finance, information technology and risk management functions. During the same period, Mr. Cheung was a member of each of the EY Asia Pacific’s Area Operating Executives, EY’s Global Accounts Committee and EY’s Global Markets and Investment Committee. From 2013 to 2018, Mr. Cheung was EY’s assurance managing partner in Greater China, managing its audit, financial accounting advisory, forensic and climate changes and sustainability services. During that period, he was also a member of EY Greater China’s leadership team. Mr. Cheung’s other prior responsibilities with EY include his service as the chief operating officer of EY Hua Ming LLP from 2011 to 2013, an assurance partner of EY China from 2010 to 2011 and the area chief financial officer of EY Asia Pacific from 2009 to 2010. Prior to joining EY in 2006, Mr. Cheung was an assurance partner with PricewaterhouseCoopers Zhong Tian LLP and an assurance partner with Arthur Andersen in China and Hong Kong successively.
Mr. Cheung obtained a bachelor’s degree in accounting and finance from the University of Lancaster in the United Kingdom in 1982, and a master’s degree in accounting and finance from London School of Economics in the United Kingdom in 1983.
Mr. EDWARD DAI
Independent Non-Executive
Director
Mr. EDWARD DAI
Independent Non-Executive Director
Mr. EDWARD DAI is an independent non-executive Director of the Company. Mr. Dai is the chairman of the Audit Committee and the Remuneration Committee and a member of the Nomination Committee and the Strategy Committee.
Mr. Dai is a member of the Chinese Institute of Certified Public Accounts as well as a fellow of Association of Chartered Certified Accountants. From 1999 to 2006, he gained over seven years' experience in auditing. His experience in auditing includes that gained at PricewaterhouseCoopers Zhongtian Certified Public Accountants from 2005 to 2006.
Mr. Dai served as the chief financial officer of Shanghai Sanxi Information Technology Co., Ltd. (previously named Shanghai Jiuli Information Services Co., Ltd.) from 2021 to 2022 and was redesignated as its chairman in 2022. He has been an independent non-executive director of Beijing Hanyi Keyin Information Technology Co., Ltd. (SZ: 301270) since 2019. Mr. Dai served as the chief financial officer of Shanghai San xi Big Data Technology Co., Ltd. from 2019 to 2021; of Rose only Group Co., Ltd. from 2017 to 2019; of Xiezhong International Holdings Limited (HKSE: 3663) which is listed on the Main Board of the Hong Kong Stock Exchange, from 2012 to 2017; and of Shanghai Golden Monkey Food Joint Stock Co., Ltd. from 2009 to 2012.
Mr. Dai was the qualified accountant and company secretary of Hisense Kelon Electrical Holdings Limited (HKSE: 921, SZSX: 000921), which is listed on the Main Board of the Hong Kong Stock Exchange and the Shenzhen Stock Exchange, from 2006 to 2007.
Mr. Dai graduated from Shanghai University of Finance and Economics in the PRC with a Bachelor of International Business Administration degree. He also holds an Executive Master of Business Administration degree from China Europe International Business School in the PRC earned in 2013.
Dr. ALPHONSE GALDES
Independent Non-Executive Director
Dr. ALPHONSE GALDES
Independent Non-Executive Director
Dr. ALPHONSE GALDES is an independent non-executive Director of the Company.
Dr. Galdes possesses broad experience in drug discovery and biopharmaceutical CMC development. Dr. Galdes has worked as a director at Galdes Consulting LLC. since 2022, where he provides consulting services on overall, research and development, and CMC strategy for biopharmaceutical clients. Over the course of 27 years from 1995 to 2022, Dr. Galdes progressed towards senior executive positions at Biogen Inc. (NASDAQ: BIIB) (“Biogen”), most recently as executive vice president of Pharmaceutical Operations and Technology Division and a member of the executive team between 2019 and 2022. Dr. Galdes’s other prior responsibilities with Biogen include his service as interim senior vice president of the Biotherapeutic and Medicinal Sciences Division between 2016 and 2017, senior vice president of Asset Development and Portfolio Management Division and Pharmaceutical Operations and Technology Division jointly between 2015 and 2019 and senior vice president of Technical Development Pharmaceutical Operations and Technology Division between 2010 and 2015.
Prior to joining Biogen in 1995, Dr. Galdes was a senior director of drug discovery and director of biology at Ohmeda Pharmaceuticals (now part of Baxter HealthCare) from 1992 to 1995, Senior Scientist of Healthcare Research & Development of the BOC Group from 1984 to 1992, and a research associate at the Department of Biological Chemistry at Harvard Medical School from 1979 to 1984.
Dr. Galdes earned a doctorate in biochemistry from the University of Oxford, Oxford, in January 1979, where he was awarded Rhodes Scholarship to The Queen’s College in 1975, a master’s degree in biochemistry and a bachelor’s degree in chemistry and biology from the University of Malta, Malta, in June 1975 and June 1973 respectively.
Dr. ROSS ALLEN GROSSMAN
Non-Executive Director
Dr. ROSS ALLEN GROSSMAN
Non-Executive Director
Dr. ROSS ALLEN GROSSMAN is a non-executive Director of the Company.
Dr. Grossman has over 35 years of experience in human resources leadership and consultancy gained from his previous service in senior and executive positions at multinational financial services, pharmaceutical and biotechnology companies in the U.S.. Dr. Grossman joined the Group in 2023 and currently serves as a consultant for Legend Biotech.
Since 2023, Dr. Grossman has served on the Board of Directors of Velox, Inc., a private global services provider committed to transforming medical technology (MedTech). He founded Stony Point Consulting, LLC in 2014, serving as the president. Between 2002 and 2013, he led the building and formulation of human resources infrastructure, process and strategy at Regeneron Pharmaceuticals (“Regeneron”) which resulted in a significant growth in the workforce from a few hundred to over 5,000 employees as Regeneron launched four new products. He retired from Regeneron in 2016. Between 2000 and 2002, he joined UBS AG (formerly Paine Webber) as the senior vice president of human resources of the Private Client Group. From 1998 to 2000, he was the chief human resources officer and a member of the Executive Committee for the US pharmaceutical business of Novartis Pharmaceuticals Corporation and served on the Novartis Global HR Leadership Team. He held various human resources leadership roles at Prudential Financial, Inc. between 1979 and 1998.
Dr. Grossman has served on the board of trustees and the executive committee of the Center for Excellence in Education in McLean, Virginia, since 2016, which encourages the best young scientists to focus their education and careers on the science, technology, engineering and mathematics (STEM) disciplines. He is currently the chairman of the board of trustees and a member of the executive committee of the Keck Graduate Institute in Claremont, California, one of the Claremont Colleges and a graduate university in the U.S. focused on the intersection of business and biotechnology after having served on the board of trustees since 2013.
Dr. Grossman earned a master’s degree in business administration (with a Finance and Marketing concentration) from the University of California, Los Angeles, in 1979, a doctorate in English from Claremont Graduate University in 1976, a master’s degree in English and American Literature from Claremont Graduate University in 1973, and a bachelor’s degree in English from California State University in 1972.
Mr. ROBIN MENG
Executive Director, Chairman
Mr. ROBIN MENG
Executive Director, Chairman
Mr. ROBIN MENG is an executive Director of the Company, chairman of the Board and chairman of the nomination committee of the Company and is primarily responsible for the development, positioning, and strategy planning of the Group.
Mr. Meng has over 29 years of experience in finance and accounting. Prior to joining the Group, he worked as the chief financial officer of Quay Magnesium from 2008 to 2010; the Asia finance controller of Saint Gobain Grains and Powder Division from 2004 to 2007; a branch finance manager and the accounting and IT manager of Schering-Plough China from 2000 to 2004; the national finance manager at Guangdong Whirlpool Home Appliance Group from 1999 to 2000.
Mr. Meng holds several advanced degrees, including a Bachelor of Engineering degree from Changsha Communications Institute (currently known as Changsha University of Science Technology), China; and a Master’s degree of finance degree from Queen’s university at Kingston, Canada.
Mr. ETHAN PAN
Independent Non-Executive
Director
Mr. ETHAN PAN
Independent Non-Executive Director
Mr. ETHAN PAN is an independent non-executive Director of the Company, member of the Audit Committee, the Nomination Committee, the Risk Management and ESG Committee and the Strategy Committee.
Mr. Pan has over 24 years of experience in human resources and management across various industries, including education, kitchen electrical appliances, office automated facilities, textile and garment. He is currently the chief executive officer of Ningbo Liangzhixin Culture Media Co., Ltd. Since 2021. Prior to that, he served as the chief executive officer of Shanghai FastLink Door Co., Limited in 2020; the chief human resources officer of Shanghai Lingjiao Enterprise Management Consulting Co. Ltd. from 2018 to 2020; the corporate group director of human resources of each of K-Boxing Men’s Wear (Shanghai) Co. Ltd. and Ningbo Fotile Kitchen Appliances Co. Ltd., from 2010 to 2013 and 2003 to 2010 respectively; the deputy manager, manager, and senior manager of Minolta Industries (HK) Limited from 1994 to 2002.
Mr. Pan obtained his bachelor degree in law from Central South University of Technology (now known as Central South University) in 1991. He obtained his qualification as a lawyer in the People's Republic of China in 1994. He also obtained the national manager qualification from Shanghai Jiao Tong University Center for Quality Management in 2016. He further obtained the certificate of chief human resources officer from Remin University in 2019.
Dr. VICTOR SHI
Independent Non-Executive
Director
Dr. VICTOR SHI
Independent Non-Executive Director
Dr. VICTOR SHI is an independent non-executive Director of the Company and a member of the Remuneration Committee, Nomination Committee and Strategy Committee.
Dr. Shi has over 30 years of experience in life science research and development, sales and marketing, business development and investment. Since January 2017, Dr. Shi has been the managing partner of Serica Partners, a China-based venture fund focused on the investment in vitro diagnostics (“IVD”) and medical devices in China. Dr. Shi has been the chairperson of careLYFE Co., Ltd., a company dedicated to innovating medical technologies such as new cancer oncology biomarkers, precision diagnosis, and internet medical services, since December 2017. Dr. Shi has been a board member of Guangzhou AnchorDx Medical Co., Ltd., a diagnostics company focused on developing cancer early detection tests, since October 2017.
Dr. Shi previously served as executive director and chief executive officer of Adicon International Limited, a leading independent clinical laboratory in China, from 2018 to 2019, and from 2019 to 2020, respectively. From 2017 to 2019, Dr. Shi served as director and chief executive officer of NuProbe Global, Inc., a liquid biopsy technology company which he co-founded. He was the president of Asia Pacific of QIAGEN N.V., a leading company focused on IVDs and life science research tools whose shares are listed on NASDAQ (stock code: QGEN) and the Frankfurt Stock Exchange (stock code: QIA) respectively, from 2005 to 2015. Prior to joining QIAGEN N.V., Dr. Shi held senior positions at Bridge Pharmaceuticals, GenoSpectra Inc. (renamed as Panomics Inc. since 2006) and A.M. Pappas&Associates, and served as a faculty member at the School of Medicine of the National University of Singapore.
Dr. Shi was a founding director of BayHelix Group, a global association of Chinese life science business executives, and was elected its chairman from 2017 to 2019. Dr. Shi has been a member on the Biotech Advisory Panel of the Stock Exchange since 2018.
Dr. Shi obtained his doctoral degree in biophysics and master’s degree in science from the University of Rochester in New York, the United States in 1991 and 1989 respectively, and a bachelor’s degree in science from the University of Science and Technology of China, the PRC in 1986.
Dr. LARRY WANG
Non-Executive Director
Dr. LARRY WANG
Non-Executive Director
Dr. LARRY WANG is a co-founder and a non-executive Director of the Company. He is primarily responsible for the Group's strategies.
Dr. Wang has nearly 29 years of experience in the biotechnology industry. Prior to joining the Group, Dr. Wang was a senior principal scientist at Schering-Plough Research Institute from 1996 to 2003. From 1991 to 1996, he worked as a graduate research assistant, and from 1995 to 1996, a bioinformatics staff at Rutgers University in the United States.
Dr. Wang obtained a Bachelor of Science in Biochemistry degree from Shandong University in the PRC in 1991 and a Doctor of Philosophy degree from Rutgers University in the United States in 1996.
Ms. SALLY WANG
Executive Director, President, Co-Founder
Ms. SALLY WANG
Executive Director, President, Co-Founder
Ms. SALLY WANG is the co-founder, an executive Director, president of the Company and member of the Remuneration Committee and is primarily responsible for the Group's strategies and overall operational management. Ms. Wang is a board director for Legend Biotech Corporation.
Prior to joining the Group, she worked as an Environmental Monitoring Engineer at Shenzhen Futian Environment Protection Surveillance Station for nearly a decade.
Ms. Wang holds several advanced degrees, including a Master of Science degree from Wuhan University, China; a Master’s degree in Computer Sciences from Bridgeport University in Bridgeport, Connecticut, USA; and an Executive Master of Business Administration degree from the China Europe International Business School, China.
Dr. FRANK ZHANG
Executive Director,
Co-Founder
Dr. FRANK ZHANG
Executive Director, Co-Founder
Dr. FRANK ZHANG is the co-founder of the Company and the chairman of the Risk Management and ESG Committee and the Strategy Committee. He has been appointed as a non-executive director of the Company since in May 2022 and redesignated as an executive director in December 2022. Prior to 2022, he was chairman and an executive director of the Company from 2015 to 2020. He co-founded the GenScript group in 2002 and has been the director of various group companies prior to GenScript becoming the holding company of the group companies pursuant to the corporate reorganization for the GenScript’s initial public offering in 2015. In 2015, Dr. Zhang founded Legend Biotech (NASDAQ: LEGN) as a subsidiary of the Company, expanding GenScript’s business goal to research, manufacture and commercialize a broad range of immunotherapy treatments. Dr. Zhang served as the Chairman of Legend Biotech.
In 2018, Dr. Zhang was awarded Person of the Year at the China Healthcare Summit in recognition of his contribution to and significant impact on the healthcare field. Before founding GenScript, Dr. Zhang worked as a Principal Scientist at Schering-Plough from 1995 to 2002 where he received its Presidential Award. Dr. Zhang holds a Ph.D. in philosophy from Duke University, a Master’s degree from Nanjing University and a Bachelor’s degree from Chengdu Institute of Geology.
Dr. LI ZHU
Executive Director, Chief
Strategy Officer
Dr. LI ZHU
Executive Director, Chief Strategy Officer
Dr. LI ZHU is an executive Director and chief strategy officer of the Company and he served as an independent director of Adagene Inc., the shares of which are listed on the Nasdaq Global Selected Market (stock code: ADAG) since 2023.
Prior to joining the Group Dr. Zhu worked at biotech companies in China, serving as vice president of research at Cathay Biotech, Inc. from 2006 to 2008, and as vice president of HUYA Biomedical Technology (Shanghai) Co., Limited in 2009. He founded Genetastix Corporation, Inc. and acted as the president and chief executive officer from 2000 to 2005 (Genetastix Corporation, Inc. is a biotech company with a focus in creating a human antibody library in yeast and applying the genetic method in screening such antibody). He worked at Clontech Laboratories, Inc. in California, USA as a director of molecular biology from 1990 to 2000, where he pioneered the commercialization of yeast two-hybrid system and a series of other advanced molecular biology techniques.
Dr. Zhu obtained a Bachelor of Science of Biology degree from the East China Normal University and a Doctor of Philosophy in molecular biology and immunology from Stanford University.
The members of the board of directors (the “Board”) of Genscript Biotech Corporation (the “Company”) are set out below:
Executive Directors
Dr. FRANK ZHANG
Mr. ROBIN MENG
(Chairman)
Ms. SALLY WANG (President)
Dr. LI ZHU (Chief Strategy
Officer)
Non-Executive Director
Dr. LARRY WANG
Independent Non-Executive Directors
Mr. EDWARD DAI
Mr.
ETHAN PAN
Mr. ANDY CHEUNG
Dr. VICTOR SHI
The Board has established five committees, and the directors of the Company are serving on the respective committees as below:
Notes:
C: Chairman of the relevant Board committees
M: Member of
the relevant Board committees
Hong Kong, 5 July 2024
1. Constitution
The board of directors (the “Board”) of Genscript Biotech Corporation (the “Company”) has resolved to establish a committee of the Board known as the Audit Committee (the “Committee”).
2. Membership
2.1 The members of the Committee shall be appointed by the Board and shall consist of at least three non-executive directors of the Company, a majority of whom shall be independent non-executive directors of the Company.
2.2 At least one of the Committee members shall be an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise as required under Rule 3.10(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).
2.3 The Chairman of the Committee must be an independent non-executive director and shall be appointed by the Board.
2.4 A former partner, principal, shareholder, or professional employee of the Company’s existing external auditor is prohibited from acting as a Committee member for a period of one year as calculated under the Listing Rules and applicable auditor independence rules.
3. Attendance at meetings
3.1 Subject to Clause 3.4, if requested by the Committee, the Vice President of Finance, the Internal Audit Manager, the Company Secretary and representative(s) of the external auditor of the Company shall attend meetings of the Committee.
3.2 At the discretion of the Committee, others (including other members of the Board, other members of the Executive Directorate, the internal auditor(s) and other managers) might be invited to attend meetings or parts of meetings.
3.3 The Company Secretary or the designated person shall be the secretary of the Committee.
3.4 At least once a year the Committee shall meet with the external auditor without any executive member of the Board in attendance.
4. Quorum
4.1 The quorum necessary for the transaction of the business of the Committee shall be two members (including alternate member(s) that may be appointed pursuant to Clause of the Committee. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
4.2 Subject to Clause 2, if a regular member is unable to act due to absence, illness or any other cause, the Chairman of the Committee may appoint another non-executive director of the Company (i.e. other than those already a member of the Committee) to serve as an alternate member.
5. Frequency of meetings
5.1 Meetings shall be held as frequently as the Committee considers appropriate: it will normally meet two times a year. The external auditor or the Vice President of Finance may request a meeting if they consider that one is necessary.
5.2 The external auditor and the Vice President of Finance may have access to the Chairman or any other member of the Committee as required in relation to any matter falling within the remit of the Committee.
6. Notice of Meetings
6.1 Meetings shall be summoned by the secretary of the Committee at the request of the Chairman of the Committee. An agenda and accompanying Committee papers shall be circulated to all members (including alternate member(s) that may be appointed pursuant to Clause 4.2 above) in a timely manner and at least 3 days before the intended date of a Committee meeting insofar as it is practicable. Such papers and related materials shall be in a form and quality as will enable the Committee to make an informed decision on the matters placed before it.
7. Authority
7.1 The Committee is authorised by the Board to investigate any activity within its terms of reference. Its work is advisory to the Board. It is authorised to seek any information it requires from any employee and all employees are required to co-operate with any request made by the Committee.
7.2 The Committee will not be responsible for supervising the performance of executives (nor permitted to do so) and will not be required to become involved in day-to-day operations, management functions or decision-making.
7.3 The Committee is authorised to obtain outside legal or other independent professional advice if it considers this necessary, after consultation with the Chairman of the Board, and to secure the attendance of external professional advisers at its meetings if it considers this necessary.
8. Duties
8.1 The duties of the Committee shall be:
Relationship with the Company’s external auditor
(a) to be primarily responsible for:
(i) making recommendations to the Board on the appointment, reappointment and removal of the external auditor;
(ii) approving the remuneration and terms of engagement of the external auditor; and
(iii) any questions of resignation or dismissal of the external auditor;
(b) to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. The Committee must pre-approve, and adopt appropriate procedures to pre- approve, all audit services to be provided by the external auditor and discuss with the external auditor the nature and scope of the audit and reporting obligations before the audit commences. The Committee should keep under review the cost-effectiveness of the audit. The Committee should ensure that proper arrangements are made where more than one audit firm is involved;
(c) to develop and implement policy on the engagement of an external auditor to supply non-audit services. The Committee must review and pre-approve, or adopt appropriate procedures to pre-approve, any non-audit services for complying with relevant legal requirements and seek to balance the maintenance of objectivity with value for money (where a substantial volume of such services is supplied). For this purpose, “external auditor” shall include any entity that is under common control, ownership or management with the external auditor or any entity that a reasonable and informed third party, having knowledge of all relevant information, would reasonably conclude as part of the external auditor nationally or internationally. The Committee should report to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken;
(d) to obtain from the external auditor in connection with any audit a timely report relating to the Company’s annual audited financial statements describing all critical accounting policies and practices used, all alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditor, and any material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences;
(e) to discuss with management the timing and process for implementing the rotation of the lead audit partner, the concurring partner and any other active audit engagement team partner and consider whether there should be a regular rotation of the external auditor itself;
(f) to act as the key representative body for overseeing the Company’s relations with the external auditor;
Review of financial information of the Company
(g) to monitor the integrity of financial statements of the Company and the Company’s annual report and accounts, half-year report and, if prepared for publication, quarterly reports, together with any accompanying discussion papers to shareholders, the preliminary announcement of results and any other announcement regarding the Company’s results or other financial information to be made public (together, the “Financial Documents”), and to review significant financial reporting judgments contained in the Financial Documents. In this regard, in reviewing the Financial Documents before submission to the Board, the Committee should focus particularly on:
(i) any changes in accounting policies and practices;
(ii) major judgmental areas;
(iii) significant adjustments resulting from audit;
(iv) the going concern assumptions and any qualifications;
(v) compliance with accounting standards;
(vi) compliance with the Listing Rules and legal requirements in relation to financial reporting;
(h) with regard to (g) above:
(i) Committee members must liaise with the Board and the Executive Directorate, and the Committee must meet, at least twice a year, with the Company’s internal and external auditors; and
(ii) the Committee should consider any significant or unusual items that are, or may need to be, reflected in the Financial Documents and must give due consideration to any matters that have been raised by the Company’s staff responsible for the accounting and financial reporting function, compliance officer, internal auditor or external auditor;
(iii) to discuss problems and reservations arising from the audit, and any matters the auditor(s) may wish to discuss (in the absence, where requested by the Committee, of members of the Board who are executive directors and any other person who is not a member of the Committee);
Oversight of the Company’s financial reporting system, risk management and internal control systems
(i) to review, at least annually, the effectiveness of the Company’s financial controls, risk management and internal control systems (including controls over significant trading and credit risks (such as derivatives)) and to report to the Board that such a review has been carried out;
(j) to discuss with the management the systems of risk management and internal control and ensure that management has discharged its duty to have effective systems including, in particular, an annual review of the adequacy of resources, qualifications and experience of staff of the Company’s accounting and financial reporting function, and their training programmes and budget;
(k) to receive, at such intervals as the Committee may determine, general details of audits carried out by the internal audit function and, where requested by the Committee, consider in detail the report, including the recommendations of any particular such audit;
(l) to consider any findings of major investigations of risk management and internal control matters as delegated by the Board or on its own initiative and management’s response;
(m) to review and approve the internal auditors’ annual internal audit plan which includes audits on the efficiency and effectiveness of chosen activities or operations of the Company;
(n) to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor the effectiveness of the internal audit function;
(o) to review:
(i) periodic reports from the internal auditors outlining the work carried out in that period and highlighting any major issues encountered to the Board; and
(ii) the follow-up of major action plans recommended by the internal auditors to ensure that, where a control weakness exists, agreed management action is being taken in a timely fashion, and put forward recommendations to the Board where appropriate;
(p) to review the financial and accounting policies and practices of the Company and its subsidiaries;
(q) to review any significant transactions which are not in the ordinary course of business;
(r) to review the external auditor’s management letter, any material queries raised by the external auditor to management in respect of the accounting records, financial accounts or systems of control and management’s response;
(s) to ensure that the Board will provide a timely response to the issues raised in the external auditor’s management letter;
(t) to review arrangements employees of the Company can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters. The Committee should ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action;
(u) to report to the Board on the matters set out in this paragraph; and
(v) to consider other topics, as defined by the Board.
8.2 The Committee will take full account of the Listing Rules.
8.3 The Chairman of the Committee shall attend the annual general meeting of the Company to answer shareholders’ questions relating to the Committee.
9. Reporting procedures
9.1 The members of the Committee shall cause minutes to be made of all resolutions and proceedings of the Committee including the names of all those present and in attendance at meetings of the Committee. Minutes of Committee meetings shall record in sufficient detail the matters considered by the Committee members and decisions reached, including any concerns raised by the Committee members and dissenting views expressed.
9.2 Draft and final versions of minutes of Committee meetings shall be circulated by the secretary of the Committee to all members of the Committee for their comments and record respectively, in both cases within a reasonable time after the Committee meeting is held. Such minutes shall also be made available, if requested, to other members of the Board.
9.3 Except where this would violate legal or regulatory requirements, the Committee shall promptly report back to the Board all decisions and recommendations.
*** END ***
This document is in English and Chinese. In case of any inconsistency, the English version shall prevail.
1. Constitution
The board of directors (the “Board”) of Genscript Biotech Corporation (the "Company") has resolved to establish a committee of the Board known as the Risk Management and ESG Committee (the "Committee").
2. Membership
2.1. The Committee shall consist of at least four members. The members of the Committee shall be appointed by the Board.
2.2. The Chairman of the Committee shall be a director appointed by the Board.
2.3. Subject to 2.1, if a regular member is unable to act due to absence, illness or any other cause,the Chairman of the Committee may appoint another director of the Company (i.e. other than those already a member of the Committee) to serve as an alternate member.
3. Secretary
The Secretary of the Committee shall be the company secretary of the Company or the designated person.
4. Quorum
The quorum necessary for the transaction of the business of the Committee shall be two members (including alternate member(s) that may be appointed pursuant to Clause 2.3) ofthe Committee. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
5. Decision Making
All decisions of the Committee shall be made by majority vote.
6. Frequency of Meetings
Meetings shall be held not less than once a year and can either be in person or through otherelectronic means of communication.
7. Notice of Meetings
Meetings shall be summoned by the Secretary of the Committee at the request of the Chairman of the Committee with reasonable notice given. An agenda and accompanying Committee papers shall be circulated to all members (including alternate member(s) that may be appointed pursuant to Clause 2.3 above) in a timely manner and at least 3 days before the intended date of a Committee meeting insofar as it is practicable. Such papers and related materials shall be in a form and quality as will enable the Committee to make an informed decision on the matters placed before it.
8. Authoritv
The Committee is authorised by the Board to obtain outside independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary provided that where the obtaining of advice or the securing of attendance involves the payment of fees or other expenses, the Committee shall first obtain the agreement of the Chairman of the Company.
9. Duties
9.1. The Committee will take full account of the Rules Governing the Listing of Securities on theHong Kong Stock Exchange of Hong Kong Limited (the "Listing Rules").
9.2. The duties of the Committee shall be to:
(a) review the Company’s risk management policies and standards, internal control system and ESG policies and guidelines, as well as the fundamental concepts and scope of compliance management;
(b) supervise and monitor the Company’s risk management, internal control system and ESG strategies;
(c) review and provide comment on the overall target and basic policy of the compliance and risk management;
(d) review the settings and responsibilities of the Company’s compliance and risk management, and to advise on the same;
(e) evaluate major decisions affecting the Company’s risk profile or exposure and give such directions as it considers appropriate and make recommendations to the Board;
(f) evaluate major risk management activities such and make recommendations to the Board;
(g) review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements; and
(h) consult with the Chairman and/or the Chief Executive Officer of the Company and, where deemed appropriate, senior management members about the Committee's duties relating to the Company’s risk management, internal control and ESG.
10. Minutes and reporting to the Board
10.1. The members of the Committee shall cause minutes to be made of all resolutions and proceedings of the Committee including the names of all those present and in attendance at meetings of the Committee. Minutes of Committee meetings shall record in sufficient detail the matters considered by the Committee members and decisions reached, including any concerns raised by the Committee members and dissenting views expressed.
10.2. Except where this would violate legal or regulatory requirements, the Committee shall promptly report back to the Board all decisions and recommendations.
*** END ***
Adoption/amendments of the Terms of Reference:
May 2022 Adoption approved by the Board
May 2023 Change of committee name as approved by the Board
This document is in English and Chinese. In case of any inconsistency, the English version shallprevail.
1. Constitution
The board of directors (the “Board”) of Genscript Biotech Corporation (the "Company") has resolved to establish a committee of the Board known as the Remuneration Committee (the "Committee").
2. Membership
2.1. The Committee shall consist of at least three members. The members of the Committee shall be appointed by the Board. A majority of the members shall be independent non-executive directors.
2.2. The Chairman of the Committee shall be an independent non-executive director appointed by the Board.
2.3. Subject to 2.1, if a regular member is unable to act due to absence, illness or any other cause, the Chairman of the Committee may appoint another director of the Company to serve as an alternate member.
3. Secretary
The Secretary of the Committee shall be the head of human resources of the Company.
4. Quorum
The quorum necessary for the transaction of the business of the Committee shall be two members (including alternate member(s) that may be appointed pursuant to Clause 2.3) of the Committee. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
5. Frequency of Meetings
Meetings shall be held not less than once a year and can either be in person or through other electronic means of communication.
6. Notice of Meetings
Meetings shall be summoned by the Secretary of the Committee at the request of the Chairman of the Committee with reasonable notice given. An agenda and accompanying Committee papers shall be circulated to all members in a timely manner and at least 3 days before the intended date of a Committee meeting insofar as it is practicable. Such papers and related materials shall be in a form and quality as will enable the Committee to make an informed decision on the matters placed before it.
7. Attendance at Meetings
The Company's Chief Executive Officer shall attend meetings to discuss the performance of members of the Board who are executive directors and senior management members and make proposals as necessary. The head of human resources of the Company shall attend meetings for the purpose of submitting to the Committee such relevant background information as may be necessary to enable the Committee to perform its duties. As deemed necessary by the Committee, other members of the Company may also attend meetings of the Committee. However, no member of the Board or the senior management members shall be involved in any decision or present at any discussions as to his or her own individual remuneration, save for the head of human resources of the Company who shall be present and be able to speak at any discussions where he is providing such necessary background as is referred to above.
8. Authoritv
The Committee is authorised by the Board to obtain outside independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary provided that where the obtaining of advice or the securing of attendance involves the payment of fees or other expenses, the Committee shall first obtain the agreement of the Chairman of the Company.
9. Duties
9.1. The Committee will take full account of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange of Hong Kong Limited (the "Listing Rules").
9.2. The duties of the Committee shall be to:
(a) make recommendations to the Board on the Company's policy and structure for all remuneration of members of the Board and senior management members and on the establishment of a formal and transparent procedure for developing policy on such remuneration;
(b) make recommendations to the Board of the remuneration of members of the Board who are non-executive directors. The Committee should consider fees paid by comparable companies, time commitment, responsibilities of the non-executive directors, employment conditions elsewhere in the Company or any of its subsidiaries and desirability of performance-based remuneration if and to the extent that they are relevant;
(c) consult with the Chairman and/or the Chief Executive Officer of the Company and, where deemed appropriate, senior management members about the Committee's proposals relating to, and have the delegated responsibility to determine, the specific remuneration packages for the employment of all members of the Board who are executive directors and all senior management members, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment. The Committee should consider salaries paid by comparable companies, responsibilities of the members of the Board who are executive directors and the senior management members, employment conditions elsewhere in the Company or any of its subsidiaries and desirability of performance-based remuneration;
(d) review and approve performance-based remuneration payable to members of the Board who are executive directors, and senior management members by reference to corporate goals and objectives resolved by the Board from time to time and other measures of performance;
(e) review and approve any compensation additional to that provided for in the remuneration packages determined according to 9.2(c) above which is payable to members of the Board who are executive directors and senior management members in connection with any loss or termination of their office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;
(f) review and approve compensation arrangements relating to dismissal or removal of members of the Board who are executive directors and senior management members for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate;
(g) ensure that no member of the Board or the senior management members or any of his associates is involved in deciding his own individual remuneration;
(h) determine the participation of members of the Board who are executive directors, senior management members, and other employees of the Company in any discretionary employee share or other share-based incentive schemes operated by the Company;
(i) determine targets for any Company-wide performance-related payments for members of the Board who are executive directors and senior management members and individual incentives for members of the Board who are executive directors and senior management members including, without limitation: (i) the setting and monitoring of any performance conditions subject to which any options, shares or other long-term incentives may be granted under any remuneration schemes adopted by the Company; and (ii) the setting and monitoring of any bonus scheme performance conditions. The performance-related elements of remuneration should form a significant proportion of the total remuneration package of members of the Board who are executive directors and senior management members; and
(j) determine the provision of benefits and settlement of other provisions under the terms of the service agreements or otherwise of members of the Board who are executive directors and senior management members where these are stated as being at the discretion of the Board.
9.3. Without limiting the authority of the Committee in the exercise of its powers and discretions such Committee shall have the following responsibilities:
(a) to ensure that the Board and the senior management members remuneration policies and practice facilitate the employment and motivation of top quality personnel;
(b) to receive evidence on internal and external movements in remuneration, cash and benefits;
(c) to commission necessary surveys aimed at establishing market position or exploring particular aspects of remuneration;
(d) to maintain surveillance over benefits, including pensions, consider any significant developments and make recommendations as appropriate; and
(e) generally to ensure that the Board and the senior management members remuneration administration is consistent with the requirements of the Listing Rules and other relevant laws and regulations.
9.4. The Chairman of the Committee shall attend annual general meetings to answer shareholders' questions relating to the remuneration and benefits of members of the Board who are executive directors and senior management members. In the Chairman's absence, another member of the Committee or failing this his duly appointed delegate should attend in his place.
10. Minutes and reporting to the Board
10.1. The members of the Committee shall cause minutes to be made of all resolutions and proceedings of the Committee including the names of all those present and in attendance at meetings of the Committee. Minutes of Committee meetings shall record in sufficient detail the matters considered by the Committee members and decisions reached, including any concerns raised by the Committee members and dissenting views expressed.
10.2. Except where this would violate legal or regulatory requirements, the Committee shall promptly report back to the Board all decisions and recommendations.
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This document is in English and Chinese. In case of any inconsistency, the English version shall prevail.
(Amended and adopted by the Board on 22 March 2019 and 12 April 2024)
1. Constitution
The board of directors (the “Board”) of Genscript Biotech Corporation (the “Company”) has resolved to establish a committee of the Board known as the Nomination Committee (the “Committee”).
2. Membership
2.1 The Committee shall consist of at least three directors of the Company. The chairman shall be the chairman of the Board or an independent non-executive director of the Company.
2.2 All members of the Committee (including the Chairman of the Committee) shall be appointed by the Board.
2.3 Notwithstanding anything to the contrary and for the avoidance of doubt, majority of members of the Committee shall be independent non-executive directors of the Company.
2.4 Subject to Clauses 2.1 and 2.3, if a regular member is unable to act due to absence, illness or any other cause, the Chairman of the Committee may appoint any director of the Company (i.e. other than those already a member of the Committee) to serve as an alternate member.
3. Secretary
The Secretary of the Committee shall either be the Company Secretary or the designated person.
4. Quorum
The quorum necessary for the transaction of the business of the Committee shall be two members (including alternate member(s) that may be appointed pursuant to Clause 2.4) of the Committee. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
5. Decision Making
All decisions of the Committee shall be made by majority vote.
6. Frequency of Meetings
Meetings shall be held not less than once a year and can either be in person or through other electronic means of communication.
7. Notice of Meetings
Meetings shall be summoned by the secretary of the Committee at the request of the Chairman of the Committee. An agenda and accompanying Committee papers shall be circulated to all members (including alternate member(s) that may be appointed pursuant to Clause 2.4 above) in a timely manner and at least 3 days before the intended date of a Committee meeting insofar as it is practicable. Such papers and related materials shall be in a form and quality as will enable the Committee to make an informed decision on the matters placed before it.
8. Authority
8.1 In the event that the Committee considers it necessary to seek independent professional advice in relation to the affairs of the Committee, they should first seek, unless the circumstances are such that it would be inappropriate for them to seek such approval, the approval of the Chairman of the Company. The Company will pay for any expenses reasonably incurred.
8.2 Members of the Committee will be entitled to request from the Company and its directors, employees, auditors and advisers all such information as they may reasonably require in order to be able to perform their duties as a member of the Committee and, upon receipt of a request for any such information from them, the Company will use its reasonable endeavours to procure that such information is provided to them promptly.
9. Duties
9.1 The Committee will take full account of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
9.2 The duties of the Committee shall be to:
(a) review the structure, size, composition and diversity (including the gender, age, educational background or professional experience, skills, knowledge and length of service) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;
(b) identify individuals suitably qualified to become members of the Board and select or make recommendations to the Board on the selection of individuals nominated for directorships;
(c) assess the independence of independent non-executive directors;
(d) make recommendations to the Board on the appointment or reappointment of members of the Board and succession planning for members of the Board;
(e) review the board diversity policy as appropriate to ensure its effectiveness and if necessary, recommend any revision suggestions to the Board for consideration and approval; and
(f) develop, review and implement, as appropriate, the policy, criteria and procedures for the identification, selection and nomination of candidates for director(s) to the Board for consideration and approval.
9.3 Without limiting the generality of the foregoing, the Committee shall recommend and nominate candidates to fill the positions of Chief Executive Officer (the “CEO”), Vice President of Finance (“VPF”) and Chief Operating Officer (the “COO”) of the Company.
9.4 For the positions of VPF and COO, the Committee may consider candidates recommended by the CEO, or any other candidates (provided that the CEO shall have the right to first agree to such other candidates).
10. Reporting Procedures
10.1 The secretary of the Committee will keep and circulate the minutes of meetings of the Committee to all members of the Board. Minutes of meetings of the Committee should record in sufficient detail the matters considered by the Committee and decisions reached, including any concerns raised by the Committee members or dissenting views expressed.
10.2 The Chairman of the Committee should attend annual general meetings to answer any shareholder’s questions. In the Chairman’s absence, his duly appointed delegate or failing this another member of the Committee should attend in his place.
10.3 Except where this would violate legal or regulatory requirements, the Committee shall promptly report back to the Board all decisions and recommendations.
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This document is in English and Chinese. In case of any inconsistency, the English version shall prevail.
1. Constitution
The board of directors (the “Board”) of Genscript Biotech Corporation (the “Company”) has resolved to establish a committee of the Board known as the Strategy Committee (the “Committee”).
2. Membership
2.1. The Committee shall consist of at least three members. The members of the Committee shall be appointed by the Board.
2.2. The Chairman of the Committee shall be a director appointed by the Board.
2.3. Subject to 2.1, if a regular member is unable to act due to absence, illness or any other cause, the Chairman of the Committee may appoint another director of the Company (i.e. other than those already a member of the Committee) to serve as an alternate member.
3. Secretary
The Secretary of the Committee shall be the company secretary of the Company or the designated person.
4. Quorum
The quorum necessary for the transaction of the business of the Committee shall be two members (including alternate member(s) that may be appointed pursuant to Clause 2.3) of the Committee. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
5. Decision Making
All decisions of the Committee shall be made by majority vote.
6. Frequency of Meetings
Meetings shall be held not less than once a year and can either be in person or through other electronic means of communication.
7. Notice of Meetings
Meetings shall be summoned by the Secretary of the Committee at the request of the Chairman of the Committee with reasonable notice given. An agenda and accompanying Committee papers shall be circulated to all members (including alternate member(s) that may be appointed pursuant to Clause 2.3 above) in a timely manner and at least 3 days before the intended date of a Committee meeting insofar as it is practicable. Such papers and related materials shall be in a form and quality as will enable the Committee to make an informed decision on the matters placed before it.
8. Authority
The Committee is authorised by the Board to obtain outside independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary provided that where the obtaining of advice or the securing of attendance involves the payment of fees or other expenses, the Committee shall first obtain the agreement of the Chairman of the Company.9. Duties
9.1. The Committee will take full account of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange of Hong Kong Limited (the “Listing Rules”).
9.2. The duties of the Committee shall be to:
(a) review and make recommendations on the medium-to-long-term development strategies (including overall-strategies, human resources strategies, operation strategies, investment strategies and environmental, social and governance strategies) of the Company;
(b) review and make recommendations on major investment, financing and capital operation plans that are subject to the Board’s approval according to the Articles and the Listing Rules;
(c) review and make recommendations on major business reorganization, acquisition, merge and asset transfer which are subject to the approval of the Board;
(d) review and make recommendations on the expansion to new markets, launch of new businesses and research and development of new products of the Company;
(e) review the development trends of the environmental, social and governance (“ESG”) industry as well as evaluate and make recommendations on major ESG-related decisions;
(f) review and make recommendations on other major issues affecting the Company’s development; and
(g) review the implementation of the above items, and asses and make recommendation on major adjustments involved therein.
10. Minutes and reporting to the Board
10.1. The members of the Committee shall cause minutes to be made of all resolutions and proceedings of the Committee including the names of all those present and in attendance at meetings of the Committee. Minutes of Committee meetings shall record in sufficient detail the matters considered by the Committee members and decisions reached, including any concerns raised by the Committee members and dissenting views expressed.
10.2. Except where this would violate legal or regulatory requirements, the Committee shall promptly report back to the Board all decisions and recommendations.
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This document is in English and Chinese. In case of any inconsistency, the English version shall prevail.
