The Company is
committed to maintain good corporate governance
standard and practices with an emphasis on integrity,
transparency and independence. The board of directors
(the “Board”) believes that good corporate governance
is essential to the success of the Company and
the enhancement of shareholders’ value.
The Company’s corporate governance practices are
based on the principles (“Principles”) and code provisions
(“Code Provisions”) set out in the Code of Corporate
Governance Practices (“CG Code”) in Appendix 14 of
the Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited (“Stock Exchange”)
(“Listing Rules”). The Company has complied with
most of the Code Provisions save for the following:
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The
Chairman of the Board of the Company is
not subject to retirement by rotation pursuant
to Byelaw 87 (1) of the Company’s Bye-laws;
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The Company periodically reviews
its corporate governance practices to ensure
they continue to meet the requirements of the
CG Code. The key corporate governance principles
and practices of the Company are summarised in
this report.
In this section, you will find
links to the following information:
The Board of Directors
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Executive
Directors |
 |
 Mr.
Zhou Jian (Chairman) |
| Mr.
Fan Lei |
| |
Independent Non-executive Directors |
|
| Ms.
Lau Cheong |
| Mr.
Duan Xiongfei |
| Mr.
Tam Tak Kei, Raymond |
Members of Various Committees
| |
Audit Committee |
|
| Mr.
Duan Xiongfei (Chairperson) |
| Ms.
Lau Cheong |
| Mr.
Tam Tak Kei, Raymond |
| |
Nomination Committee |
|
| Ms.
Lau Cheong (Chairperson) |
| Mr.
Fan Lei |
| Mr.
Duan Xiongfei |
| Mr.
Tam Tak Kei, Raymond |
| |
Remuneration
Committee |
|
| Mr.
Fan Lei (Chairperson) |
| Ms.
Lau Cheong |
| Mr.
Duan Xiongfei |
| Mr.
Tam Tak Kei, Raymond |
Audit
Committee
| |
The
main duties of the Audit Committee include: |
|
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To consider the
appointment of the external auditor and any
questions in relation to its resignation or
dismissal. |
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To discuss
with the external auditor the nature and
scope of the audit. |
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To review
the half-year and annual financial statements
before submission to the Board of Directors. |
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To discuss
problems and reservations arising from the
interim and final audits and any matters
the auditors may wish to discuss. |
Remuneration Committee
The major responsibilities
of the Remuneration Committee are to make recommendation
to the Board on the Company’s policy and structure
for remuneration of the Directors and senior
management of the Company. When determining
remuneration packages of certain executive
directors and senior management of the Company,
the Remuneration Committee takes into consideration
factors such as market forces and remuneration
packages of executive directors of similar
companies in comparable industries both in
Hong Kong and overseas.
The main duties of the Remuneration Committee
include:
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To
recommend to the Board the remuneration policy
and the establishment of a formal procedure
for administering such policy. |
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To consult
the Chairman and/or CFO in respect of the
remuneration proposals for other Executive
Directors and, if deemed necessary, to seek
external professional advice. |
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To consider
market forces and compare remuneration packages
of Executive Directors of similar companies
in comparable industries both in Hong Kong
and overseas. |
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To determine
the remuneration package, entailing benefits
in kind and pension rights, of individual
Executive Director (including the Chairman)
and senior management. |
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To make
recommendations to the Board on the remuneration
of Non-Executive Directors on applicable
contractual terms. |
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To review
and approve any payment or compensation commitment
to be made to an Executive Director and senior
management on termination of his contract. |
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To review
and approve any performance related remuneration
schemes with reference to corporate goals
and objectives decided by the Board from
time to time. |
Nomination Committee
The main duties of the Nomination Committee are to review the structure, the size and
composition (including the skills, knowledge
and experience) of the Board of Directors
on a regular basis and to identify individuals
suitably qualify to become board members.
It is also responsible for assessing the
independence of independent non-executive
directors and making recommendations to
the board of directors on relevant matters
relating to the appointment or re-appointment
of directors and succession planning for
directors. The recommendations of the Nomination
Committee are then put forward for consideration
and adoption, where appropriate, by the
board of directors.
Model Code for Securities
Transactions by Directors
The Company has
adopted the Model Code for Securities
Transactions by Directors of Listed Issuers
(the“Model Code”) as set out in Appendix
10 to the Listing Rules as its code of
conduct regarding Directors’securities
transaction.
To the specific enquiry by the Company,
all directors have confirmed that they
had complied with the Model Code throughout
the year ended 31 December 2009.
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