年報 - HKExnews

More documents

Recommendations

Info

CORPORATE GOVERNANCE REPORT NOMINATION COMMITTEE The Nomination Committee consists of three independent nonexecutive directors and one executive director namely Mr. Cheng Shu Wing, Mr. Au Son Yiu, Mr. Wong Tze Kin, David and Mr. Ting Kit Chung, respectively. The committee is chaired by Mr. Cheng Shu Wing. The Nomination Committee is responsible for the recommendation of candidates with appropriate experience and qualification to become members of the Board. DIRECTORS’ SECURITIES TRANSACTIONS The Company has adopted the Model Code of the Listing Rules as the Company’s code of conduct for dealings in securities of the Company by the directors. Based on specific enquiry of the Company’s directors, they have all complied with the required standard set out in the Model Code throughout the accounting period covered by the annual report. COMPLIANCE WITH THE CODE PROVISIONS SET OUT IN THE CODE ON CORPORATE GOVERNANCE PRACTICES (THE “CODE”) In the opinion of the directors, the Company complied with the code provisions of the Code contained in Appendix 14 of the Listing Rules throughout the financial year, except for the following deviations: (1) Under code provision A.4.1 of the Code, non-executive directors should be appointed for a specific term and be subject to re-election. All the existing non-executive directors of the Company are not appointed for a specific term, but are subject to retirement and re-election at the Company’s annual general meeting in accordance with Clause 86(1) of the bye-laws of the Company. (2) Under code provision A.2.1 of the Code, the roles of chairman and chief executive officer should be separate and should not be performed by the same individual. The Company does not have a policy of separating the roles of chairman and chief executive officer of the Board. The Board considers the current arrangement can help maintaining a strong management position and at the same time improving the communication efficiency. The Board may consider the separation of the roles of chairman and chief executive officer upon the then circumstances. (1) A.4.1 86(1) (2) A.2.1 TEXWINCA HOLDINGS LIMITED ANNUAL REPORT 2010 31
CORPORATE GOVERNANCE REPORT TEXWINCA HOLDINGS LIMITED ANNUAL REPORT 2010 COMPLIANCE WITH THE CODE PROVISIONS SET OUT IN THE CODE ON CORPORATE GOVERNANCE PRACTICES (THE “CODE”) (continued) (3) Under code provision E.1.2 of the Code, the chairman of the Board should attend the annual general meeting of the Company. The chairman of the Board of the Company has delegated the duty of attending the annual general meeting to an executive director of the Company. The chairman considers the executive director a suitable person for taking up such duty as the executive director has been serving for similar duties for many years and he has good understanding of each operating segment of the Group. AUDITORS’ REMUNERATION During the year, fees paid for audit and non-audit services by the Company were as follows: Services Fee paid/payable HK$’000 Audit services rendered 2,470 Non-audit services rendered — DIRECTORS’ AND AUDITORS’ RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS The Board is responsible for preparing the financial statements of the Company. The statement from the external auditors of the Company about their responsibilities has been set out in the Independent Auditors’ Report on page 34. REVIEW OF THE INTERNAL CONTROLS The system of internal controls is defined as the internal control procedures with which the Company uses to ensure the accuracy of its accounting records, safeguard the assets of the Company and ensure the compliance with the relevant rules and regulations. The Board is responsible for maintaining efficient and effective internal controls of the Company. During the year, the internal audit team, which reports directly to the Audit Committee, has reviewed the internal controls of each major operating segment of the Company and has reported its findings to the Audit Committee. The Audit Committee is satisfied with the effective internal controls of the Company. (3) E.1.2 2,470 34 32
Page 2 and 3: CONTENTS 02 Corporate Information
Page 4 and 5: CORPORATE INFORMATION HEAD OFFICE
Page 6 and 7: FINANCIAL AND OPERATIONAL HIGHLIGHT
Page 8 and 9: MANAGEMENT’S DISCUSSION AND ANALY
Page 14 and 15: REPORT OF THE DIRECTORS The board
Page 16 and 17: REPORT OF THE DIRECTORS SHARE CAPI
Page 18 and 19: REPORT OF THE DIRECTORS BIOGRAPHIC
Page 20 and 21: REPORT OF THE DIRECTORS DIRECTORS
Page 22 and 23: REPORT OF THE DIRECTORS SHARE OPTI
Page 24 and 25: REPORT OF THE DIRECTORS SHARE OPTI
Page 26 and 27: REPORT OF THE DIRECTORS SUBSTANTIA
Page 28 and 29: REPORT OF THE DIRECTORS CONTINUING
Page 30 and 31: CORPORATE GOVERNANCE REPORT INDEPE
Page 34 and 35: CORPORATE GOVERNANCE REPORT INVEST
Page 36 and 37: INDEPENDENT AUDITORS’ REPORT An
Page 38 and 39: CONSOLIDATED STATEMENT OF COMPREHEN
Page 40 and 41: CONSOLIDATED STATEMENT OF FINANCIAL
Page 42 and 43: CONSOLIDATED STATEMENT OF CHANGES I
Page 44 and 45: CONSOLIDATED STATEMENT OF CASH FLOW
Page 46 and 47: COMPANY STATEMENT OF FINANCIAL POSI
Page 48 and 49: NOTES TO THE FINANCIAL STATEMENTS
Page 82 and 83:
NOTES TO THE FINANCIAL STATEMENTS
Page 84 and 85:
Page 86 and 87:
Page 88 and 89:
Page 90 and 91:
Page 92 and 93:
Page 94 and 95:
Page 96 and 97:
Page 98 and 99:
Page 100 and 101:
Page 102 and 103:
Page 104 and 105:
Page 106 and 107:
Page 108 and 109:
Page 110 and 111:
Page 112 and 113:
Page 114 and 115:
Page 116 and 117:
Page 118 and 119:
Page 120 and 121:
Page 122 and 123:
Page 124 and 125:
Page 126 and 127:
Page 128 and 129:
show all

年報 - HKExnews

Create successful ePaper yourself

Delete template?

Save as template?