Annual Report 2011 - Goodbaby International Holdings Limited

for establishing transparent procedures for
developing such remuneration policy and
structure to ensure that no Director or any of his
/ her associates will participate in deciding his /
her own remuneration, which remuneration will be
determined by reference to the performance of
the individual and the Company as well as market
practice and conditions.
The Remuneration Committee held two meetings
during the year ended 31 December 2011 and the
attendance records are set out below:
Attendance /
Number of
Name of Director Meetings
Iain Ferguson BRUCE 2/2
LONG Yongtu 2/2
SHI Xiaoguang 2/2
During the year under review, the Remuneration
Committee reviewed and recommended to the
Board for consideration and approval the report
on remuneration for Directors and senior
management for 2010 and 2011, the report on
senior management compensation scheme, and
proposal on the grant of 30,551,000 share
options to certain employees of the Company and
its subsidiaries to subscribe for an aggregate of
30,551,000 new shares of HK$0.01 each in the
share capital of the Company, subject to the
acceptance of such grantees under the rules of
the share option scheme adopted by the
Company on 5 November 2010.
ACCOUNTABILITY AND
AUDIT
DIRECTORS’ RESPONSIBILTIES FOR
FINANCIAL REPORTING IN RESPECT
OF FINANCIAL STATEMENTS
The Directors acknowledge their responsibility for
preparing the financial statements of the
Company for the year ended 31 December 2011.
/ 45
The Board is responsible for presenting a
balanced, clear and understandable assessment of
annual and interim reports, price-sensitive
announcements and other disclosures required
under the Listing Rules and other statutory and
regulatory requirements.
The management has provided to the Board such
explanation and information as are necessary to
enable the Board to carry out an informed
assessment of the Company’s financial
statements, which are put to the Board for
approval.
Where appropriate, a report will be submitted on
any material uncertainties relating to events or
conditions that may cast significant doubt on the
Company’s ability to continue as a going concern.
INTERNAL CONTROLS
During the year under review, the Board, through
the Audit Committee, conducted a review of the
effectiveness of the internal control system of the
Company including the adequacy of resources,
qualifications and experience of staff of the
Company’s accounting and financial reporting
function, and their training programmes and
budget.
The Board is responsible for maintaining an
adequate internal control system to safeguard
shareholder investments and Company assets and
with the support of the Audit Committee,
reviewing the effectiveness of such system on an
annual basis.
The internal control system of the Group is
designed to facilitate effective and efficient
operations, to ensure reliability of financial
reporting and compliance with applicable laws
and regulations, to identify and manage potential
risks and to safeguard assets of the Group. The
internal auditor reviews and evaluates the control
process, monitors any risk factors on a regular
basis, and reports to the Audit Committee on any
findings and measures to address the variances
and identified risks.