1.	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; and

2.

There was no separation of the role of the Chairman and the Chief Executive Officer (“CEO”) during the financial year up to 17 September 2009. Mr. Michele Matsuda had been appointed as the Chairman and CEO of the Company since March 2003 and he resigned on 18 September 2009. Mr. Zhou Jian was re-designated as the Chairman of the Company on 18 September 2009 and the Company does not have any officer with the title of CEO. The roles and functions of CEO were performed by all the executive directors collectively. The Board will periodically review such arrangement and may adopt appropriate measures in future during the further development of the Group’s businesses; and

3.

The independent non-executive directors were not appointed for a specific term. However, they are subject to retirement by rotation and eligible for re-election at the annual general meeting pursuant to the Company’s Bye-Laws and the CG Code. The service contracts of all the independent non-executive directors have a termination notice requirement of one month.

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 below.

In this section, you will find links to the following information:

The Board of Directors

Audit Committee

Remuneration Committee

	Nomination Committee
	Model Code for Securities Transactions by Directors

	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

The Board

The Board is responsible for overseeing the overall development of the Company’s businesses with the objective of enhancing shareholders’ value including setting and approving the Company’s strategic implementation, considering substantial investments and reviewing the Group’s financial performance half yearly while delegating the day-to-day operations of the Company to the management of every business segment. The Board is committed to making decisions in the best interests of both the Company and its shareholders.

Audit Committee

The main duties of the Audit Committee are to consider the appointment, resignation or dismissal of the external auditors and to discuss with the external auditors the nature and scope of the audit. It is also responsible for reviewing the half-yearly and annual financial statements before submission to the Board and the Company’s statement on internal control systems and the internal audit programme. It also needs to discuss problems and reservations arising from the interim and final audits and to consider the major findings of internal investigations and management’s response.

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.

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:

		To recommend to the Board the remuneration policy and the establishment of a formal procedure for administering such policy.
		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.
		To consider market forces and compare remuneration packages of Executive Directors of similar companies in comparable industries both in Hong Kong and overseas.
		To determine the remuneration package, entailing benefits in kind and pension rights, of individual Executive Director (including the Chairman) and senior management.
		To make recommendations to the Board on the remuneration of Non-Executive Directors on applicable contractual terms.
		To review and approve any payment or compensation commitment to be made to an Executive Director and senior management on termination of his contract.
		To review and approve any performance related remuneration schemes with reference to corporate goals and objectives decided by the Board from time to time.