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OVERVIEW

The Directors recognize the importance of incorporating elements of good corporate governance in the management structures and internal control procedures of the Group so as to achieve effective accountability to the shareholders as a whole. The Board strived to uphold good corporate governance an adopt sound corporate governance practices. Save as disclosed below, the Company has applied the principles and complied with all code provisions and, where applicable, the recommended best practices of the Code on Corporate Governance Practices during the period from 1 January 2012 to 31 March 2012 and the Corporate Governance Code (the “Code”) during the period from 1 April 2012 to 31 December 2012 as set out in Appendix 14 of the Listing Rules.

COMPLIANCE WITH THE MODEL CODE FOR DIRECTORS SECURITIES TRANSACTIONS

The Company has adopted the Model Code for Securities Transactions by Directors (the “Model Code”) as set out in Appendix 10 of the Listing Rules as the required standard for securities transactions by Directors. The Company has made specific enquiries of all Directors and all Directors confirmed that for the year ended 31 December 2012, they have complied with the required standards set out in the Model Code and the code of conduct of the Company regarding directors’ securities transactions.

BOARD OF DIRECTORS

Composition of the Board of Directors
The Board comprises five executive Directors, one non-executive Director and three independent non-executive Directors. The Board members of the Company currently are:

Executive Directors
Mr. Zhang Bizhuang (Chief Executive Officer)
Mr. Jiang Yong (Vice President)
Mr. Wang Kunxian (Vice President)
Ms. Han Aizhi (Vice President)
Mr. Song Xichen (Vice President)

Non-executive Director
Mr. Wei Jun (Chairman)

Independent non-executive Directors
Mr. Chen Junzhu
Mr. Wu Geng
Mr. Qiao Jianmin

The biographical details of all Directors are set out in pages 22 to 25 of this annual report. None of the Directors has any other financial, business, family or other material or relevant relationships among members of the Board.

The composition of the Board is well balanced with each Director having sound industry knowledge, extensive corporate and strategic planning experience and/or expertise relevant to the business of the Group. The Board brings a variety of experience and expertise to the Company.

Please click here for the full version of the Corporate Governance report