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advice if necessary.
The terms of reference of the Audit Committee are in compliance with the provision of C.3.3 of the Code, and applicable
policies, rules and regulations that the Company is subject to. Under its terms of reference, the Audit Committee is required, amongst other things, to oversee the relationship with the external auditors, to review the Group’s interim results and annual financial statements, to monitor compliance with statutory and listing requirements, to review the scope, if necessary, to engage independent legal or other advisers as it determines is necessary and to perform investigations. In addition, the Audit Committee also examines the effectiveness of the Company’s internal controls, which involves regular reviews of the internal controls of various corporate structures and business processes on a continuous basis, and takes into account their respective potential risks and severity, in order to ensure the effectiveness
of the Company’s business operations and the realization of its corporate objectives and strategies. The scope of such examinations and reviews includes finance, operations, regulatory compliance and risk management. The Audit Committee also reviews the Company’s internal audit plan, and submits relevant reports and concrete recommendations
to the Board on a regular basis.
The Audit Committee held 10 meetings in 2009. The Audit Committee has performed all its obligations under their terms of reference. The attendance of each member of the Audit Committee is as follows:
Members of the Audit Committee
(No. of meetings)
Attended/Eligible to attend
Gong Hua Zhang (chairman) 10/10
Wang Zhi 10/10
Sui Guang Jun 10/10
CHINA SOUTHERN AIRLINES COMPANY LIMITED • ANNUAL REPORT 2009 Corporate Gover 41 nance Report
EXTERNAL AUDITORS
The Audit Committee reviewed the performance, independence and objectivity of the Company’s auditors and was satisfied with the results.
The Audit Committee concludes that the independence of the auditors of the Company has not been compromised by
non-audit services provided for the Group.
The following table sets forth the type of, and fees for, the principal audit services and non-audit services provided by the Company’s external auditor, KPMG to the Group in 2008 and 2009:
2009 2008
RMB Million RMB Million
Audit fees 16 16
Non-audit fees 1 1
Total 17 17
REMUNERATION AND ASSESSMENT COMMITTEE
As at 31 December 2009, the Remuneration and Assessment Committee comprises three members and chaired by Sui Guang Jun (INED) together with Gong Hua Zhang (INED) and Wang Quan Hua (Director) as members.
The responsibilities of the Remuneration and Assessment Committee are to make recommendations on the remuneration
policy and structure for Directors and senior management of the Company, to establish regular and transparent procedures on remuneration policy development and improvement and submit the Company’s “Administrative Measures on Remuneration of Directors” and “Administrative Measures on Remuneration of Senior Management”. In particular,
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China Southern Airlines Company Limited Annual Report 2009(33)
