Annual Report 2009 - Greentown China Holdings Limited

Corporate
Governance
Report
The Company recognises the value and
importance of achieving high corporate
governance standards to enhance corporate
performance and accountability. The Board
strives to apply the principles of corporate governance
and adopt sound corporate governance practices to meet
the legal and commercial standards, focusing on areas
such as internal control, fair disclosure and accountability
to all shareholders.
The Company has complied with the code provisions in
the Code on Corporate Governance Practices (the “Code”)
as set out in Appendix 14 of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong
Limited (the “Listing Rules”) during the year ended 31
December 2009, save for the below code provision:
Code provision A.4.2 of the Code stipulates that all
directors appointed to fill a casual vacancy should be
subject to election by shareholders at the first general
meeting after their appointment. However, the Articles
of Association provide that any director so appointed
shall hold office until the next following annual general
meeting when he shall then be eligible for re-election.
To conform with code provision A.4.2 of the Code, a
special resolution shall be proposed at the forthcoming
annual general meeting of the Company to amend the
Articles of Association so that any new director appointed
by the Board to fill a casual vacancy shall be subject to reelection
by shareholders at the first general meeting after
appointment.
(A)
The Board of Directors
Our Board consists of eleven Directors including
Mr SONG Weiping (Chairman), Mr SHOU Bainian
(Chief Executive Officer), Mr LUO Zhaoming,
Mr CHEN Shunhua and Mr GUO Jiafeng as the
Executive Directors and Mr JIA Shenghua, Mr
JIANG Wei, Mr KE Huanzhang, Mr SZE Tsai Ping,
Michael, Mr TANG Shiding and Mr TSUI Yiu Wa,
Alec as the Independent Non-Executive Directors.
The overall management of the Company’s
operation is vested in the Board.
The Board takes responsibility to oversee all major
matters of the Company, including the formulation
and approval of all policy matters, overall
strategies, internal control and risk management
systems, and monitoring the performance of
the senior management. The Directors have to
make decisions objectively in the interests of the
Company. Currently, the Board comprises eleven
Directors, including five Executive Directors and
six Independent Non-Executive Directors. Their
biographical details are set out in the section
entitled “Directors and Senior Management” in
this annual report.
Compliance with the Model Code for
Directors’ Securities Transactions
The Company has adopted the Model Code for
Securities Transactions by Directors of Listed
Issuers (the “Model Code”) as set out in Appendix
10 of the Listing Rules as the standard for securities
transactions by the Directors. The Company has
made specific enquiries of all the Directors and all
the Directors confirmed that they have complied
with the required standards set out in the Model
Code throughout the year ended 31 December
2009.
Directors’ Responsibilities for Financial
Statements
The Directors acknowledge their responsibilities
for preparing the financial statements of the Group
in accordance with statutory requirements and
applicable accounting standards. The Directors
also ensure that the financial statements of the
Group are published in a timely manner.
The reporting responsibilities of our Company’s
external auditors on the financial statements of the
Group are set out on page 96 of the “Independent
Auditor’s Report” in this annual report.
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Greentown China Holdings Limited Annual Report 2009