| The Group recognises the importance of achieving and monitoring the highest standard of corporate
governance consistent with the needs and requirements of its businesses and the best interest of all of its
stakeholders and is committed to doing so. It is also with the objectives in mind that the Group has applied
the principles on the Code on Corporate Governance Practices (the "CG Code") contained in Appendix 14
of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing
Rules").
In the opinion of the directors of the Company (the "Directors"), the Company has met the code provisions set out in the CG Code throughout the year ended 31 December 2009.
Directors' Securities Transactions
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix 10 of the Listing Rules as the code of conduct regarding Directors' securities
transactions. All Directors have confirmed, following specific enquiry by the Company, that they have complied
with the required standard set out in the Model Code throughout the year ended 31 December 2009.
Board of Directors
As of the date of this report, the Board comprises three Executive Directors, being Mr. YE Xuquan, Mr. JIANG Guoqiang and Ms. LIANG Jianqin, seven Non-Executive Directors, being Mr. LI Wenyue, Mr. HUANG Xiaofeng,
Mr. LUO Fanyu, Mr. Michael WU, Mr. Roland PIRMEZ, Mr. KOH Poh Tiong and Mr. Sijbe HIEMSTRA, and three
Independent Non-Executive Directors, being Mr. Alan Howard SMITH, Mr. Felix FONG Wo and Mr. Vincent
Marshall LEE Kwan Ho.
The Board is responsible for the leadership and control of the Company and oversees the Group's businesses, strategic decisions and performances. The Management was delegated the authority and responsibility by the
Board for the day-to-day management of the Group. Major corporate matters that are specifically delegated
by the Board to the Management include the preparation of interim and annual reports and announcements
for Board approval before publishing, execution of business strategies and initiatives adopted by the Board,
implementation of adequate systems of internal controls and risk management procedures, and compliance
with relevant statutory and regulatory requirements and rules and regulations.
On 20 January 2009, Mr. V-nee YEH resigned as an Independent Non-Executive Director, chairman of the Audit Committee and member of the Remuneration Committee of the Company who possesses appropriate professional
qualifications and accounting and related financial management expertise. Following resignation of Mr. V-nee
YEH, the total number of independent non-executive directors and member of Audit Committee fell below the
minimum number of three as required under Rules 3.10(1) and 3.21 of the Listing Rules. On 13 March 2009, Mr.
Vincent Marshall LEE Kwan Ho, who has appropriate professional qualifications and accounting and related
financial management expertise as required under Rule 3.10(2) of the Listing Rules, was appointed as an
Independent Non-Executive Director, the chairman of the Audit Committee and a member of the Remuneration
Committee of the Company in replacement of Mr. V-nee YEH within three months from 20 January 2009 as
required under Rules 3.11 and 3.23 of the Listing Rules. Subsequent to Mr. Vincent Marshall LEE Kwan Ho's
appointment, the Company has three independent non-executive directors and three Audit Committee members,
which has fully complied with the requirements set out in the Listing Rules.
During the financial year ended 31 December 2009, the Board has four scheduled meetings at approximately
quarterly intervals. The attendances of the Directors at the Board meetings are as follows:
Directors |
Number of Attendance |
YE Xuquan |
4/4 |
JIANG Guoqiang |
4/4 |
LIANG Jianqin |
4/4 |
LI Wenyue |
4/4 |
HUANG Xiaofeng |
1/4 |
LUO Fanyu |
2/4 |
Michael WU |
4/4 |
Roland PIRMEZ |
4/4 |
KOH Poh Tiong |
4/4 |
Sijbe HIEMSTRA |
3/4 |
Alan Howard SMITH |
4/4 |
Felix FONG Wo |
4/4 |
Vincent Marshall LEE Kwan Ho (appointed on 13 March 2009) |
4/4 |
V-nee YEH (resigned on 20 January 2009) |
N/A |
The Company has received written confirmation from each of the Independent Non-Executive Directors
confirming their independence pursuant to Rule 3.13 of the Listing Rules, and considers them to be independent
within the definition of the Listing Rules.
Mr. Alan Howard SMITH will stand for re-election at this year's annual general meeting. While he has served the Board for more than 9 years, he has clearly demonstrated his willingness to exercise independent judgment and
to provide objective challenges to management. There is no evidence that length of tenure is having an adverse
impact on his independence. The Board therefore considers that he remains independent.
The Board members do not have any financial, business, family or other material/relevant relationships with each other. Such balanced board composition also ensures that strong independence exists across the Board.
The biographies of the Directors are set out in pages 11 to 14 to the annual report, which demonstrate a
diversity of skills, expertise, experience and qualifications.
Chairman and Chief Executive Officer
The Chairman of the Board is Mr. LI Wenyue and the Chief Executive Officer is Mr. YE Xuquan. Their roles are clearly defined and segregated to ensure independence and proper checks and balances. Mr. Li as the Chairman
of the Board, with his strategic vision and with a non-executive perspective, provides leadership to the Board and
gives direction in the development of the Company, which is of added benefit to the check and balance
mechanism of the Company. Mr. Ye as the Chief Executive Officer focuses on the day-to-day management of
the Group's business, and leads the management team of the Group.
Non-Executive Directors
All Directors, including Non-Executive Directors, appointed to fill a causal vacancy or as an addition to the existing Board, shall hold office only until the first general meeting after their appointment and shall then be
eligible for re-election. Moreover, each Non-Executive Director of the Company will hold office for a specific
term expiring on the earlier of either (i) the conclusion of the annual general meeting of the Company in the year
of the third anniversary of the appointment or re-election of that Director or (ii) the expiration of the period
within which the annual general meeting of the Company is required to be held in the year of the third anniversary
of the appointment or re-election of that Director and in any event, subject to earlier determination in accordance
with the Bye-laws of the Company and/or applicable laws and regulations.
Remuneration of Directors
The Company established the Remuneration Committee in 2005. The authorities and duties of the Remuneration Committee are as follows:
Authority
- The Remuneration Committee is authorised by the Board to investigate any activity within its terms of
reference. It is authorised to seek any information it requires from any employee and all employees are
directed to co-operate with any request made by the Remuneration Committee.
- The Remuneration Committee is authorised by the Board to obtain outside legal or other independent
professional advice and to secure the attendance of outsiders with relevant experience and expertise if
it considers this necessary.
Duties
- To make recommendations to the Board on the Company's policy and structure for all remuneration of
Directors and senior management and on the establishment of a formal and transparent procedure for
developing policy on such remuneration.
- To have the delegated responsibilities to determine the specific remuneration packages of all Executive Directors and senior management, including benefits in kind, pension rights and compensation
payments, including any compensation payable for loss or termination of their office or appointment.
Factors which should be taken into consideration include but are not limited to salaries paid by
comparable companies, time commitment and responsibilities of the Directors, employment conditions
elsewhere in the Group and desirability of performance-based remuneration.
- To review and approve performance-based remuneration by reference to corporate goals and objectives
resolved by the Board from time to time.
- To review and approve the compensation payable to Executive Directors and senior management
in connection with any loss or termination of their office or appointment to ensure that such
compensation is determined in accordance with relevant contractual terms and that such compensation
is otherwise fair and not excessive for the Company.
- To review and approve compensation arrangements relating to dismissal or removal of Directors for
misconduct to ensure that such arrangements are determined in accordance with relevant contractual
terms and that any compensation payment is otherwise reasonable and appropriate.
- To make recommendations to the Board on the remuneration of Non-Executive Directors.
- To ensure that no Director or any of his associates is involved in deciding his own remuneration.
- To consult the Chairman and/or the Managing Director about their proposals relating to the
remuneration of Executive Directors and senior management and have access to professional advice if
considered necessary.
- To consider other topics as defined by the Board.
- To report back to the Board on their work (including their decisions and recommendations) from time
to time as appropriate and in any event not less than once every year.
As of the date of this report, the Remuneration Committee comprises three Independent Non-Executive
Directors, being Mr. Alan Howard SMITH, Mr. Felix FONG Wo and Mr. Vincent Marshall LEE Kwan Ho and one
Non-Executive Director, being Mr. Roland PIRMEZ. Mr. Roland PIRMEZ is the chairman of the Remuneration
Committee.
During the financial year ended 31 December 2009, the Remuneration Committee held two meetings. It
reviewed and approved the remuneration proposal for 2009 for Mr. YE Xuquan, the Chief Executive Officer, and
considered and approved the 2009 bonus scheme payout proposal for the Chief Executive Officer and the 2009
remuneration packages for Mr. JIANG Guoqiang and Ms. LIANG Jianqin, the Executive Directors. The attendance
of each member of the Remuneration Committee is set out as follows:
Directors |
Number of Attendance |
Roland PIRMEZ |
2/2 |
Alan Howard SMITH |
2/2 |
Felix FONG Wo |
2/2 |
Vincent Marshall LEE Kwan Ho (appointed on 13 March 2009) |
2/2 |
V-nee YEH (resigned on 20 January 2009) |
N/A |
Details of the amount of the Directors' emoluments for the year 2009 are set out in note 8 to the financial statements.
Mr. YE Xuquan is currently entitled to an annual director's fees, salaries, allowances and benefits in kind and pension scheme contributions of approximately HK$2,400,000.
Mr. JIANG Guoqiang is currently entitled to an annual director's fees, salaries, allowances and benefits in kind and pension scheme contributions of approximately HK$1,151,000.
Ms. LIANG Jianqin is currently entitled to an annual director's fees, salaries, allowances and benefits in kind and pension scheme contributions of approximately HK$874,000.
Mr. Vincent Marshall LEE Kwan Ho, Mr. Alan Howard SMITH and Mr. Felix FONG Wo are currently entitled to an annual director's fees of HK$340,000, HK$300,000 and HK$300,000 respectively.
Other than the biographies of the Directors and changes in the Director's remuneration as disclosed above, there is no other information required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules.
Nomination of Directors
The Board is responsible for the nomination and considering and approving the appointment of directors with a view to appointing to the Board suitable individuals with the relevant expertise and experience to enhance
the constitution of a strong and diverse Board and to contribute to the functioning of the Board through their
continuous participation.
The nomination and appointment of Mr. Vincent Marshall LEE Kwan Ho as the Independent Non-
Executive Director was considered and approved by the Board during the financial year ended 31 December
2009.
Auditors' Remuneration
During the year under review, the remuneration paid to the Company's auditors, Ernst & Young, is set out as follows:
Services rendered |
Fee paid/payable
HK$'000 |
Audit of Final Results |
2,450 |
Review of Interim Results |
530 |
Taxation compliance services |
14 |
Agreed-upon procedures in respect of continuing connected transactions |
100 |
|
3,094 |
Audit Committee
The Audit Committee of the Company was established in 1998. The authorities and duties of the Audit Committee are as follows:
Authority
- The Audit Committee is authorised by the Board to investigate activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to
co-operate with any request made by the Audit Committee.
- The Audit Committee is authorised by the Board to obtain outside legal or other independent
professional advice and to
Duties
- To be primarily responsible for making recommendations to the Board on the appointment,
reappointment and removal of the external auditor, and to approve the remuneration and terms of
engagement of the external auditor, and any questions of resignation or dismissal of that auditor.
- To review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. The Audit Committee should discuss with the
auditor the nature and scope of the audit and reporting obligations before the audit commences.
- To develop and implement policy on the engagement of an external auditor to supply non-audit services. For this purpose, external auditor shall include any entity that is under common control, ownership or
management with the audit firm or any entity that a reasonable and informed third party
having knowledge of all relevant information would reasonably conclude as part of the audit firm
nationally or internationally. The Audit Committee should report to the Board, identifying any matters
in respect of which it considers that action or improvement is needed and making recommendations
as to the steps to be taken.
- To monitor integrity of financial statements of the Company and the Company's annual report and
accounts, half-year report and, if prepared for publication, quarterly reports, and to review significant
financial reporting judgments contained in them. In this regard, in reviewing the Company's annual
report and accounts, half-year report and, if prepared for publication, quarterly reports before submission
to the Board, the Audit Committee should focus particularly on:
| (i) |
any changes in accounting policies and practices; |
| (ii) |
major judgmental areas; |
| (iii) |
significant adjustments resulting from audit; |
| (iv) |
the going concern assumptions and any qualifications; |
| (v) |
compliance with accounting standards; and |
| (vi) |
compliance with the Listing Rules and other legal requirements in relation to financial reporting. |
- In regard to (4) above:
| (i) |
members of the Audit Committee must liaise with the Company's Board and senior management and the Audit Committee must meet, at least once a year, with the Company's auditors; and |
| (ii) |
the Audit Committee should consider any significant or unusual items that are, or may need to be, reflected in such reports and accounts and must give due consideration to any matters that have been raised by the Company's staff responsible for the accounting and financial reporting
function, compliance officer or auditors. |
- To review the Company's financial controls, internal controls and risk management systems.
- To discuss with the management the system of internal control and ensure that management has
discharged its duty to have an effective internal control system including the adequacy of resources,
qualifications and experience of staff of the Company's accounting and financial reporting function,
and their training programmes and budget.
- To consider any findings of major investigations of internal control matters as delegated by the Board or on its own initiative and management's response.
- Where an internal audit function exists, to ensure co-ordination between the internal and external
auditors, and to ensure that the internal audit function is adequately resourced and has appropriate
standing within the Company, and to review and monitor the effectiveness of the internal audit function.
- To review the Group's financial and accounting policies and practices.
- To review the external auditor's management letter, any material queries raised by the auditor to
management in respect of the accounting records, financial accounts or systems of controls and management's response.
- To ensure that the Board will provide a timely response to the issues raised in the external auditors
management letter.
- To report to the Board on the matters set out in the code provisions in relation to Audit Committee
under Appendix 14 of the Listing Rules.
- To consider other topics, as defined by the Board.
As of the date of this report, the Audit Committee comprises the three Independent Non-Executive Directors, being Mr. Vincent Marshall LEE Kwan Ho as the chairman, Mr. Alan Howard SMITH and Mr. Felix FONG Wo as
members.
During the financial year ended 31 December 2009, the Audit Committee held two meetings. It reviewed the
2008 annual results and the 2009 interim results of the Company and its subsidiaries before their submission
to the Board and monitored the integrity of such financial statements. The Audit Committee oversees matters
concerning the external auditors including making recommendations to the Board regarding the appointment
of the external auditors, reviewing the scope of their audit and approving their fees. In addition to its two
meetings as aforesaid, the Audit Committee has also a private meeting with the external auditors at least once
every year without the presence of the management to discuss any area of concern. The Audit Committee
maintains an overview of the Group's risk assessment, control and management processes. In addition, it
reviews the internal audit schedules of the Group, considers the Group's internal audit reports and monitors
the effectiveness of the internal audit function. The attendance of each member of the Audit Committee is
set out as follows:
Directors |
Number of Attendance |
Vincent Marshall LEE Kwan Ho (appointed on 13 March 2009) |
2/2 |
Alan Howard SMITH |
2/2 |
Felix FONG Wo |
2/2 |
V-nee YEH (resigned on 20 January 2009) |
N/A |
Accountability and Audit
The Board is responsible for overseeing the preparation of financial statements for the year ended 31
December 2009, which give a true and fair view of the state of affairs of the Group and of the results and
cash flows for that financial year. In preparing the financial statements for the year ended 31 December
2009, the Board has selected appropriate accounting policies, applied them consistently in accordance with
the Hong Kong Financial Reporting Standards and Hong Kong Accounting Standards which are pertinent to
its operations and relevant to the financial statements, made judgements and estimates that are prudent and
reasonable, and ensured the preparation of the financial statements on the going concern basis.
The Group endeavours to present a balanced, clear and comprehensible assessment of the Group's
performance, position and prospects. The annual and interim results of the Company are announced in a
timely manner within the limit of 4 months and 3 months respectively after the end of the relevant periods in
accordance with the Listing Rules.
Internal Control
The Board is responsible for the Group's system of internal controls and its effectiveness. Such a system is designed to prudently manage the Group's risks within an acceptable risk profile. The Board has delegated
to executive management the implementation of such systems of internal controls as well as the review of
relevant financial, operational and compliance controls and risk management procedures. However, such
system aims at limiting the risks of the Company to an acceptable level but not at eliminating all the risks.
Hence, such system can only provide reasonable assurance that there will not be any error in financial
information and record, and there will not be any material fraud.
The management under the supervision of the Board has established an on-going process for identifying,
evaluating and managing the significant risks faced by the Group and this process includes updating the
systems of internal controls when there are changes to business environment or regulatory guidelines.
The management assists the Board with the implementation of all relevant policies and procedures on risk and control by identifying and assessing the risk faced and designing, operating and monitoring suitable internal
controls to mitigate and control theses risks. The key processes that have been established in reviewing the
adequacy and integrity of the system of internal controls include the following:
A distinct organization structure is maintained with defined lines of authorities and proper segregation of duties, which is designed to safeguard assets from inappropriate use, maintain proper accounts and ensure
compliance with regulations.
In addition to the duties of the Audit Committee as mentioned above, the Audit Committee, inter alia, reviews the financial controls, internal control and risk management systems of the Group and any significant internal
control issues identified by the Internal Audit Department, external auditors and management. It also conducts
review of the internal audit functions with particular emphasis on the scope and quality of the internal audits
and independence of the Internal Audit Departments.
The Internal Audit Department monitors compliance with policies and procedures and the effectiveness of
the internal control systems and highlights significant findings in respect of any non-compliance. It plays an
important role in the Group's internal control framework, and provides objective assurance to the Board that
a sound internal control system is maintained and operated in compliance with the established processes and
standards by performing periodic checking. The Internal Audit Department plans its internal audit schedules
annually with audit resources being focused on higher risk areas.
The Board is satisfied that the system of internal controls in place for the year under review and up to the date of issuance of the annual report and accounts is reasonable and effective.
On behalf of the Board LI Wenyue Chairman
Hong Kong, 31 March 2010
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