0175 Geely Automobile Holdings Limited Annual Report 2011

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Annual Report 2011Geely Automobile Holdings LimitedCorporate GovernanceReportGeely Automobile Holdings Limited (the “Company”) and its subsidiaries (collectively known as the “Group” or “We”)continue to strive for a high standard of corporate governance with an emphasis on upholding a strong and balancedboard of directors of the Company (the “Board”) and maintaining a transparent and creditable communication channelwith the shareholders of the Company (the “Shareholders”).In 2011, save for code provision E.1.2, the Company complied with all of the code provisions (“CPs”) and adopted someof the recommended best practices (“RBPs”) of the Code on Corporate Governance Practices (collectively the “Code”)set out in Appendix 14 of the Rules Governing the Listing of Securities (the “Listing Rules”) promulgated by the StockExchange of Hong Kong Limited (the “Stock Exchange”).(A)CORPORATE GOVERNANCE DEVELOPMENT PROGRESSWe believe that a good corporate governance system and structure would enhance both business performanceand Shareholder value of the Company. Besides endeavoring to achieve a high level of corporate governance,we commit to maintaining sustainable development and growth, and to enhancing our corporate governanceframework and business practices.For the year ended 31 December 2011, we strengthened our corporate governance standard mainly by thefollowing measures:Items accomplished1. Granted the Internal Audit Charter as internalpractice guidance2. Accomplished the second phase of thedevelopment of internal control system3. Comprehensively reviewed and early adoptedthe amendments to the Code which have beenmade effective on 1 January 20124. Established the Nomination Committee of theBoard with reference to the Code5. Continued to make contributions towardscorporate social responsibility activities tobecome a top corporate citizen in a pragmaticmannerFuture plans1. Establish an effective whistle-blowingmechanism2. Strengthen and optimize the risk-based internalcontrol system3. Periodically review the Company’s existingcorporate governance practices and considerfor adoption of more RBPs to achieveexcellence in corporate governance with publicrecognition4. Separately prepare the internal control andrisk management report and corporate socialresponsibility report6. Continued to provide professional training todirectors and senior management7. Published the “Shareholders’ CommunicationPolicy” and “Memorandum & Articles ofAssociation” on the Company’s website8. Expanded the scope of disclosure on internalcontrol and risk management21
Annual Report 2011Geely Automobile Holdings LimitedCorporate GovernanceReportThe paragraphs below describe how the Code is applied and give considered reasons for deviations, if any, fromthe Code.(B)DIRECTORSThe BoardThe Company is being headed by the Board effectively through its strong leadership in the strategic orientationsand balanced control over the overall management of the business operations as delegated to the managementfrom time to time as required by its business needs. The Board members take decisions objectively in the bestinterests of the Company and Shareholders as a whole and are collectively responsible for directing and supervisingthe Company’s affairs.The Listing Rules require the Board to include at least three independent non-executive directors and one ofwhom must have appropriate professional qualifications, or accounting or related financial management expertise.The Board comprises four independent non-executive directors, namely Mr. Lee Cheuk Yin, Dannis (a memberof American Institute of Certified Public Accountant), Mr. Song Lin, Mr. Yeung Sau Hung, Alex and Mr. Fu Yu Wu.In addition, the Company’s strict compliance with all of the CPs (save for CP E.1.2) and adoption of some of theRBPs in the period under review are summarized in the following paragraphs.Composition of the BoardAs at 31 December 2011, the Board comprised 9 executive directors, 2 non-executive directors and 4 independentnon-executive directors, whose names are expressly identified by category in corporate communications of theCompany.The following illustrates the membership and structure of the Board and the three Board committees as at 31December 2011 (the Company has maintained on its website (http://www.geelyauto.com.hk) and on the StockExchange’s website (http://www.hkexnews.hk) an updated list of its directors identifying their role and functionand whether they are independent non-executive directors for Shareholders’ inspection if they so wish):22
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0175 Geely Automobile Holdings Limited Annual Report 2011

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