Sun Art Retail Group Limited - TodayIR.com
Sun Art Retail Group Limited - TodayIR.com
Sun Art Retail Group Limited - TodayIR.com
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
REPORT OF CORPORATE GOVERNANCE<br />
Remuneration Committee<br />
The primary functions of the Remuneration Committee include reviewing and making re<strong>com</strong>mendations<br />
to the Board on the remuneration packages of individual executive Directors and senior management,<br />
determining the remuneration policy and structure for all directors and senior management; assessing<br />
performance of executive Directors; approving the terms of executive Directors’ service contracts and<br />
establishing transparent procedures for developing such remuneration policy and structure to ensure that<br />
no director or any of his/her associates will participate in deciding his/her own remuneration.<br />
During the year ended 31 December 2012, the Remuneration Committee held three meetings to review<br />
and make re<strong>com</strong>mendation to the Board on the remuneration policy and structure of the Company, and<br />
the remuneration packages of the executive Directors and other related matters.<br />
Nomination Committee<br />
The principal duties of the Nomination Committee include reviewing the Board <strong>com</strong>position, developing and<br />
formulating relevant procedures for the nomination and appointment of directors, making re<strong>com</strong>mendations<br />
to the Board on the appointment and succession planning of directors, and assessing the independence<br />
of independent non-executive Directors.<br />
The Nomination Committee has adopted a set of nomination procedures for selection of candidates for<br />
directorship of the Company by making reference to the skills, experience, professional knowledge and<br />
time <strong>com</strong>mitments of such individuals, the Company’s needs and other relevant statutory requirements<br />
and regulations. External recruitment professionals might be engaged to carry out selection process<br />
when necessary.<br />
During the year ended 31 December 2012, the Nomination Committee held two meetings to review the<br />
structure, size and <strong>com</strong>position of the Board and the independence of the independent non-executive<br />
Directors, and to consider the qualifications of the retiring directors standing for election at the AGM.<br />
Corporate Governance Functions<br />
The Board is responsible for performing the functions set out in the code provision D.3.1 of the CG Code.<br />
The Board reviewed the Company’s corporate governance policies and practices, training and continuous<br />
professional development of directors and senior management, the Company’s policies and practices on<br />
<strong>com</strong>pliance with legal and regulatory requirements, the <strong>com</strong>pliance of the Model Code, and the Company’s<br />
<strong>com</strong>pliance with the CG Code and disclosure in this Corporate Governance Report.<br />
44<br />
<strong>Sun</strong> <strong>Art</strong> <strong>Retail</strong> <strong>Group</strong> <strong>Limited</strong><br />
Annual Report 2012