Corporate Governance
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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:

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

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
Audit Committee
Remuneration Committee
Nomination Committee
Model Code for Securities Transactions by Directors


The Board of 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


Audit Committee

  The main duties of the Audit Committee include:
To consider the appointment of the external auditor and any questions in relation to its resignation or dismissal.
   
To discuss with the external auditor the nature and scope of the audit.
   
To review the half-year and annual financial statements before submission to the Board of Directors.
   
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:

 
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.

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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