Annual Report 2009 - Greentown China Holdings Limited

Corporate Governance Report
The Audit Committee met two times during the
year ended 31 December 2009. The attendance of
individual members of the Audit Committee at its
meetings is set out below:
During the year ended 31 December 2009,
there was one meeting held by the Nomination
Committee, and members of the Nomination
Committee have reviewed the composition of the
Board which are determined by Directors’ skills
and experience appropriate to the Company’s
business, made recommendation to the Board
relating to re-appointment of Directors and
assessed the independence of the Non-Executive
Directors. The attendance of individual members
at the Nomination Committee meeting is set out
below:
Executive Directors
Mr SHOU Bainian
(Chief Executive Officer)
Number of
meetings
attended/held
1/1
Independent
Non-Executive Directors
Mr SZE Tsai Ping, Michael
1/1
(Chairman)
Mr TANG Shiding 1/1
Mr TSUI Yiu Wa, Alec 1/1
Audit Committee
The Audit Committee is responsible for the
review and supervision of the Group’s financial
reporting process, internal controls and review
of the Company’s financial statements. The Audit
Committee meets regularly with the Company’s
external auditors to discuss the audit process and
accounting issues. Their written terms of reference
are in line with the code provisions of the Code.
The Audit Committee comprises five members
and all of whom are Independent Non-Executive
Directors. The chairman of the Audit Committee is
Mr TSUI Yiu Wa, Alec.
Independent
Non-Executive Directors
Mr TSUI Yiu Wa, Alec
(Chairman)
Number of
meetings
attended/held
3/3
Mr JIA Shenghua 2/3
Mr JIANG Wei 2/3
Mr SZE Tsai Ping, Michael 2/3
Mr TANG Shiding 3/3
During the meetings, the Audit Committee has
reviewed the annual results and interim results of
the Group and also considered the report prepared
by the external auditors relating to accounting
issues and major findings in the course of their
review. The Audit Committee has also considered
and discussed the internal audit report prepared
by the internal audit department of the Company
for the year of 2009.
Remuneration Committee
The Remuneration Committee is responsible
for making recommendations to the Directors’
remuneration and other benefits. The
remuneration of all Directors is subject to regular
monitoring by the Remuneration Committee
to ensure that level of their remuneration and
compensation are reasonable. Their written terms
of reference are in line with the code provisions
of the Code. Members of the Remuneration
Committee include Mr JIA Shenghua (Chairman),
Mr CHEN Shunhua and Mr SZE Tsai Ping, Michael.
Greentown China Holdings Limited Annual Report 2009 71