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United Energy Group Limited - HKExnews

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Annual Report 2009<br />

Corporate Governance Report<br />

Delegation by the Board<br />

The Board has established Board committees, namely Audit Committee and Remuneration Committee to overseas<br />

particular aspects of the Company’s affairs and to assist in sharing the Board’s responsibilities. All the Board committees<br />

have clear written terms of reference and have to report to the Board regularly on their decisions and recommendations.<br />

The day-to-day running of the Company, including implementation of the strategies and plans adopted by the Board and<br />

its committees, is delegated to the management with divisional heads responsible for different aspects of the business.<br />

Audit Committee<br />

The Company formulated written terms of reference for the Audit Committee in accordance with the requirements of the<br />

Listing Rules. The Audit Committee consists of the all independent non-executive Directors, namely Messrs. Chau Siu<br />

Wai, San Fung and Zhu Chengwu. It is chaired by Mr. Zhu Chengwu.<br />

The Audit Committee reports directly to the Board and reviews the matters relating to the work of the external auditor,<br />

financial statements and internal controls. The Audit Committee meets with the Company’s external auditor to ensure<br />

the objectivity and credibility of financial reporting and internal control procedures as well as to maintain an appropriate<br />

relationship with the external auditors of the Company.<br />

There are two audit committee meetings being held during the financial year for the 9 months ended 31 December 2009.<br />

The individual attendance of each member is as follows:<br />

Audit Committee Meetings<br />

Chau Siu Wai 2/2<br />

San Fung 2/2<br />

Zhu Chengwu 2/2<br />

The members of Audit Committee have full access to and co-operation from the management and they have full discretion<br />

to invite any director or executive to attend the meeting. The Audit Committee has performed the following function during<br />

the financial year for the 9 months ended 31 December 2009: (1) reviewed the annual audit plan of external auditors, their<br />

audit reports and matters incidental thereto; (2) the appointment of external auditors including the terms of engagement; (3)<br />

discussed the internal control issues; (4) examined the application of funds; (5) reviewed the interested party transactions;<br />

and (6) reviewed the periodic financial statements of the Company and made commendation to the Board for approval and<br />

evaluated the performance and independent of the external auditors.<br />

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