LDK Solar Co., Ltd. - Asia Europe Clean Energy (Solar) Advisory Co ...

‚ monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy
and effectiveness of our procedures to ensure proper compliance; and
‚ reporting regularly to the full board of directors.
Duties of Directors
Under Cayman Islands law, our directors have a common law duty of loyalty to act honestly in good faith
with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess and
such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In
fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of
association. A shareholder has the right to seek damages if a duty owed by our directors is breached. You
should refer to ""Description of Share Capital Ì Differences in Corporate Law'' for additional information on
our standard of corporate governance under Cayman Islands law.
Employment Agreements
Officers are selected by and serve at the discretion of our board of directors. Each executive officer has
entered into an employment agreement with us for an initial term of one year, which will be automatically
renewed for successive one-year terms until terminated by either party with three months' notice in writing to
the other party.
Compensation of Directors and Executive Officers
All directors receive reimbursements from us for expenses necessarily and reasonably incurred by them
for providing services to us or in the performance of their duties. Our directors who are also our employees
receive compensation in the form of salaries, housing allowances, other allowances and benefits in kind in their
capacity as our employees.
Each of our directors is entitled to a discretionary bonus as determined by the compensation committee
of our board of directors provided that the total amount of bonuses payable to all of our directors for such year
shall not exceed 5% of our audited consolidated profit after taxation and minority interests but before
extraordinary items (if any) for the relevant year. In 2005, the aggregate cash compensation and benefits that
we paid to our directors and executive officers for the period from July 5 to December 31, 2005 was
approximately $3,000. We did not make any contribution to the pension schemes in respect of our directors for
the period from July 5 to December 31, 2005. Under our current arrangements, the aggregate remuneration
and benefits in kind which our directors and executive officers received for the year ended December 31, 2006
and the three months ended March 31, 2007 were approximately $552,000 and $337,000, respectively,
excluding any discretionary bonuses which may be paid to our directors and executive officers. No executive
officer is entitled to any severance benefits upon termination of his or her employment with our company.
You may find more details of the stock options we have granted to our directors and executive officers
pursuant to our 2006 stock incentive plan under ""Ì 2006 Stock Incentive Plan Ì Outstanding options
granted under our 2006 stock incentive plan'' below.
Indemnification
Cayman Islands law does not limit the extent to which a company's articles of association may provide for
indemnification of officers and directors, except to the extent any such provision may be held by the Cayman
Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the
consequences of committing a crime. Pursuant to our memorandum and articles of association, our directors
and officers, as well as any liquidator or trustee for the time being acting in relation to our affairs, will be
indemnified and held harmless out of our assets and profits from and against all actions, costs, charges, losses,
damages and expenses that any of them or any of their heirs, executors or administrators may incur or sustain
by reason of any act done, concurred in or omitted in or about the execution of their duties in their respective
offices or trusts. Accordingly, none of these indemnified persons will be answerable for the acts, receipts,
neglects or defaults of each other; neither will they be answerable for joining in any receipts for the sake of
conformity, or for any bankers or other persons with whom any moneys or effects belonging to us may have
been lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any
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