Annual Report 2003 - Clear Media

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REPORT OF THE DIRECTORS Directors The directors of the Company during the year and up to the date of this report were: Executive directors: Steven Yung Han Zi Jing Teo Hong Kiong Zou Nan Feng Non-executive directors: Peter Cosgrove Mark Mays Roger Parry Coline McConville (resigned on 18 December 2003, but remained as an alternate director to Jonathan Bevan) Han Zi Dian Chin Oi Ling Lenna (alternate director to Mr. Mark Mays) Tim Maunder (alternate director to Mr. Roger Parry) Jonathan Bevan (appointed on 18 December 2003) Zhang Huai Jun (appointed as an alternate director to Mr. Han Zi Dian on 18 December 2003) Independent non-executive directors: Pedro Man (resigned on 28 May 2003) Wang Shou Zhi Desmond Murray (appointed on 20 March 2003) In accordance with clause 87 of the Company’s bye-laws, one-third of the directors will retire by rotation and, being eligible, will offer themselves for re-election at the forthcoming annual general meeting. The directors of the Company, including the independent non-executive directors, but excluding the chairman of the board of directors and the chief executive of the Company, are subject to retirement by rotation and re-election in accordance with the provisions of the Company’s bye-laws. Directors’ and Senior Management’s Biographies Biographical details of the directors of the Company and the senior management of the Group are set out on pages 42 to 45 of the annual report. Directors’ Service Contracts Each of the executive directors has entered into a service agreement with the Company for an initial term of three years commencing from 30 November 2001, which will continue thereafter until terminated by not less than three months’ notice in writing served by either party to the other. Apart from the foregoing, no director proposed for re-election at the forthcoming annual general meeting has a service contract with the Company which is not determinable by the Company within one year without payment of compensation, other than statutory compensation. Clear Media Limited Annual Report 2003 52
REPORT OF THE DIRECTORS Directors’ Interests in Contracts Save as disclosed in note 7 to the financial statements, no director had a significant beneficial interest, either directly or indirectly, in any contract of significance to the business of the Group to which the Company, or any of its subsidiary or holding company or a subsidiary of the Company’s holding company was a party during or at the end of the year. Directors’ and Chief Executive’s Interests and Short Positions in Shares At 31 December 2003, the interests and short positions of the directors, the chief executive or their associates in the share capital of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”)), as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers, were as follows: Long positions in ordinary shares of the Company as at 31 December 2003: Number of shares held, capacity and nature of interest Percentage Through of the Directly spouse or Through Company’s beneficially minor controlled Beneficiary issued Name of director owned children corporation of a trust Total share capital Han Zi Jing – – 30,000,000 – 30,000,000 6.0% NOTE: The 30,000,000 shares are held by Outdoor Media China, Inc. (“OMC”), a company incorporated in Western Samoa of Offshore Chambers. As at 31 December 2003, Mr. Han Zi Jing held approximately 94.5% of the issued share capital of Golden Profits Consultants Limited, which is the beneficial holder of 100% of the shares in OMC. The effective interest of Mr. Han in OMC is therefore 94.5%. Save as disclosed above, none of the directors and chief executive had registered an interest or short position in the shares, underlying shares of the Company or any of its associated corporations that was required to be recorded pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers. Directors’ Rights to Acquire Shares Apart from as disclosed under the headings “Directors and Chief Executive’s interests and short positions in shares” above and in the “Share option schemes” below, at no time during the year were rights to acquire benefits by means of the acquisition of shares in the Company granted to any director, or their respective spouse or minor children, or were any such rights exercised by them; or was the Company, or any of its subsidiaries a party to any arrangement to enable the directors to acquire such rights in any other body corporate. THE AGE OF CONSUMERS 53
Page 5 and 6: OUR GOAL IS TO BE THE BEST AND THE
Page 7 and 8: CORPORATE PROFILE Clear Media is th
Page 9 and 10: LETTER FROM THE CHAIRMAN Dear Fello
Page 11 and 12: INTERVIEW WITH THE CEO THE AGE OF C
Page 13 and 14: INTERVIEW WITH THE CEO Q: How did C
Page 15 and 16: INTERVIEW WITH THE CEO Q: What is t
Page 17 and 18: MANAGEMENT DISCUSSION AND ANALYSIS
Page 31 and 32: MOBILE Business professionals looki
Page 33 and 34: CORPORATE GOVERNANCE REPORT busines
Page 35 and 36: CORPORATE GOVERNANCE REPORT achieve
Page 37 and 38: CORPORATE GOVERNANCE REPORT Investo
Page 39 and 40: CORPORATE GOVERNANCE REPORT Media A
Page 41 and 42: SERVICE INDUSTRY Whatever you’re
Page 43 and 44: FAQ Q: How do you sustain profitabl
Page 45 and 46: THE POWER OF OUR NETWORK THE AGE OF
Page 47 and 48: BIOGRAPHIES OF DIRECTORS Teo Hong K
Page 49 and 50: BIOGRAPHIES OF DIRECTORS Pedro Man
Page 51 and 52: REPORT REPORT OF OF THE DIRECTORS T
Page 53 and 54: REPORT OF THE DIRECTORS Distributab
Page 55: REPORT OF THE DIRECTORS Connected T
Page 59 and 60: REPORT OF THE DIRECTORS Share Optio
Page 61 and 62: REPORT OF THE DIRECTORS Share Optio
Page 63 and 64: REPORT OF THE DIRECTORS Remuneratio
Page 65 and 66: CONSOLIDATED PROFIT AND LOSS ACCOUN
Page 67 and 68: CONSOLIDATED SUMMARY STATEMENT OF C
Page 69 and 70: BALANCE SHEET 31 December 2003 2003
Page 71 and 72: NOTES TO FINANCIAL STATEMENTS 31 De
Page 95 and 96: NOTICE OF ANNUAL GENERAL MEETING (c
Page 97 and 98: GLOSSARY accounts payable accounts
Page 99 and 100: FINANCIAL SUMMARY 2003 2002 2001 20

Annual Report 2003 - Clear Media

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