United Energy Group Limited - HKExnews

UNITED ENERGY GROUP LIMITED
Corporate
Governance Report
Sound corporate governance practices are crucial to the smooth, effective and transparent operation of a company and its
ability to attract investment, protect rights of shareholders and stakeholders, and enhance shareholder value. The Company
is committed to maintain good corporate governance standard and procedures to ensure the integrity, transparency,
open and accountable to our shareholders. This Corporate Government Report is prepared in material compliance of the
reporting requirements as contained in Appendix 23 of the Rules Governing the Listing of Securities (the “Listing Rules”)
on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
Corporate Governance Practices
The Company has applied the principles and complied with the code provisions as set out in the Code on Corporate
Governance Practices (the “Code”) contained in Appendix 14 of the Listing Rules during the 9 months ended 31 December
2009 except that:
1. The Code A.2.1 - the company does not have the post of chief executive officer;
2. The Code A.4.1 - the independent non-executive Directors have not been appointed for any specific terms as
they are subject to retirement by rotation at least once every three years in accordance with the Company’s Byelaws.
During the period from 12 January 2009 to 31 December 2009, no chief executive officer has been appointed. As mention
in the Corporate Governance Report (the “CG Report”) contained in the last annual report that although the Company
does not separate the duties between the chairman and chief executive officer, the executive function of the Company
is performed by the executive directors and management of the Company. Thus, significant decision of the Company is
made by the Board. The Board considers that such structure will not affect the balance of power and authority between
the chairman and the executive directors.
Code provision A.4.1 of the Code provides that non-executive Directors should be appointed for a specific term, subject to
re-election. As mention in the CG Report contained in the last annual report that none of the non-executive Directors has
entered into any service contracts with the Company or its subsidiaries. In view of the fact that the non-executive Directors
are subject to retirement by rotation at least once every three years though they have no set term of office, the Board
considers that the quality of good corporate governance will not be impaired.
Model Code for Securities Transactions by Directors
The Group has adopted the code of conduct with respect to the dealings in securities of the Company by the Directors as
set out in Appendix 10 of the Listing Rules (the “Model Code”).
Having made specific enquiry with all Directors, each of whom has confirmed compliance with the required standard set
out in the Model Code during the 9 months ended 31 December 2009.
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