Annual Report 2011 年 報 - Neo-Neon LED Lighting International Ltd

Corporate Governance Report
CORPORATE GOVERNANCE PRACTICES
The Company is committed in maintaining high standards of corporate governance (“CG”). The Board believes that
commitment in CG practices will definitely add value to the Company’s shareholders in long term. The Company has
applied the principles and complied with all the applicable code provisions of the Code on Corporate Governance
Practices (“CCGP”) as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (“Listing Rules”) for the year ended 31st March 2011 (“FY2011”).
CODE OF CONDUCT REGARDING SECURITIES TRANSACTIONS BY DIRECTORS
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out
in Appendix 10 of the Listing Rules as the code of conduct regarding securities transactions by Directors of the
Company. Following specific enquiry by the Company, all the Directors have confirmed in writing that they have
complied with the required standard as set out in the code of conduct during FY2011.
THE BOARD
Board Composition
As at the date of this report, the Board has three executive Directors (“ED”) and three independent non-executive
Directors (“INED”), as shown on page 4 of this annual report. Biographies of the Company’s Directors are shown on
pages 9 to 10 of this annual report.
INEDs ensure the Board accounts for the interest of all shareholders and subject matters are considered objectively.
The Board has received from each INED an annual confirmation of his independence pursuant to Rule 3.13 of the
Listing Rules. The Board considers all of the INEDs to be independent. INEDs has accounted for 50% of the full
Board.
The Board focuses on the overall strategic development of the Group, also monitoring the financial performance
and the internal controls of the Group. With a wide range of expertise and a balance of skills, the INEDs bring
independent judgment on issues of strategic direction, development, performance and risk management through
their contribution at Board meetings and committee work.
To the best knowledge of the Directors, there is no financial, business and family relationship among members of
the Board except that Ms. Michelle WONG is the spouse of Mr. Ben FAN and Mr. FAN Pong Yang is the younger
brother of Mr. Ben FAN.
32 NEO-NEON HOLDINGS LIMITED