Name of Directors
Executive directors
Liu Shao Yong (ex-Chairman) (resigned on 12 December 2008) 48/48
Si Xian Min (Chairman) 52/52
Li Wen Xin 52/52
Wang Quan Hua 51/52
Liu Bao Heng (appointed on 29 December 2008) 2/2
Zhao Liu An (resigned on 19 September 2008) 38/38
Tan Wan Geng (President) 52/52
Xu Jie Bo (Executive Vice President and Chief Financial Officer) 52/52
Chen Zhen You 51/52
Independent non-executive directors (“INED”)
Wang Zhi 52/52
Sui Guang Jun 52/52
Gong Hua Zhang 52/52
Lam Kwong Yu 52/52
ANNUAL REPORT 2008 37
Corporate Governance Report
The experience and views of our INEDs are held in high regard and serve as effective guidance for the operation of the Group. The INEDs provide the Group with a wide range of expertise and experience and bring in independent judgment on issues relating to the Group’s strategy, performance and management process, taking into account the interests of all shareholders. The INEDs represent one-third of the Board. One INED, Gong Hua Zhang, has the appropriate professional qualifications of accounting or related financial management expertise under Rule 3.10 of the Listing Rules. Pursuant to the guidelines on independence as set out in Rule 3.13 of the Listing Rules, the Board has received an annual confirmation from each INED of his independence from the Company and considers that all the INEDs are independent. In addition, their extensive experience in business and finance are very important to the Company’s successful development. In 2008, the INEDs expressed their views and opinions about certain matters relevant to the shareholders and the Company as a whole at board meetings.
BOARD COMMITTEES
The Company has put in place an audit committee, a remuneration and assessment committee, a nomination committee and further details of the roles and functions and the composition of each of these committees are set out below:
AUDIT COMMITTEE
The Audit Committee comprises three INEDs, one of whom, Gong Hua Zhang, possesses the appropriate professional qualifications or accounting or financial management expertise to understand financial statements. The Audit Committee is chaired by Gong Hua Zhang with Wang Zhi and Sui Guang Jun as the members of the Audit Committee. The Audit Committee is provided with sufficient resources to discharge its duties and has access to independent professional 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.
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