0175 Geely Automobile Holdings Limited Annual Report 2011

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Annual Report 2011Geely Automobile Holdings LimitedResponsibilities of DirectorsCP A.5 stipulates that every director is required to keep abreast of his responsibilities and conduct as a directorunder statute and common law, the Listing Rules, applicable legal requirements and other regulatory requirements,business activities and development of the listed issuer; and non-executive directors should have the same dutiesof care and skill and fiduciary duties as executive directors under the essence of unitary nature of the board.Ms. Wei Mei, Mr. Li Dong Hui, Daniel and Mr. An Cong Hui, whom were appointed as the executive Directors, andMr. Fu Yu Wu, whom was appointed as an independent non-executive Director, had all received a comprehensive,formal and tailored induction training to ensure that they have a proper understanding of the operations andbusiness of the Company and that they are fully aware of their responsibilities and conduct as a director understatute and common law, the Listing Rules, applicable legal requirements and other regulatory requirements.The independent non-executive Directors, namely Mr. Lee Cheuk Yin, Dannis, Mr. Song Lin, Mr. Yeung Sau Hung,Alex and Mr. Fu Yu Wu, were invited to serve on the Audit, Remuneration, and Nomination Committees. All of theexecutive, non-executive and independent non-executive Directors kept good attendance to the Board meetingsand Board committee meetings in the period under review.Continuing Professional DevelopmentRBP A.5.5 states that all directors should participate in continuous professional development arranged and fundedby the issuer. The record of Directors’ training each year is maintained by the Company Secretary. In November2011, most of the Directors signed up for a training session on directorships, continuing connected transactions,price-sensitive information and insider dealing conducted by an independent professional legal adviser on HongKong law and the Listing Rules appointed by the Company.The Board has also put in place procedures for Directors to seek independent professional training, apart fromthe training session provided by the Company, to assist them in discharging their duties upon reasonable request.As such, the Directors shall submit their applications with details of the curriculum and course fees to the ChiefExecutive Officer of the Company in advance. Once the training is considered acceptable under the Listing Rulesstandard, the course fees shall then be fully reimbursed when valid receipts are provided.Directors’ securities transactionsDuring the year, the Company adopted the Model Code for Securities Transactions by Directors of Listed Issuers(the “Model Code”) as set out in Appendix 10 to the Listing Rules as its own Code for Securities Transactions byOfficers. Having made specific enquiry, all Directors of the Company have confirmed their compliance during theyear ended 31 December 2011 with the required standards set out in the Model Code. The detail of Directors’holding of the Company’s securities is set out on pages 38 to 39 of this annual report.In addition, the Board had established a set of written guidelines for senior management in respect of theirdealings in the securities of the Company for their strict compliance. The Company issues notices to all Directors,senior management and relevant employees reminding them to comply with the guidelines 60 days prior to thepublication of the annual results, 30 days prior to the publication of the interim results, and any time when theyare in possession of or privy to any unpublished price-sensitive information before it is properly disclosed.Supply of and Access to InformationCP A.6 stipulates the Directors should be provided in a timely manner with appropriate information in suchform and of such quality that will enable them to make an informed decision and to discharge their duties andresponsibilities.27
Annual Report 2011Geely Automobile Holdings LimitedCorporate GovernanceReportIn regard to notice, intended agenda, related Board papers and materials, the management is required to providecomplete, reliable and timely information and provide briefing to the Board with respect to the matters and issuesunder contemplation. The Company also keeps the Board members well informed of the latest developmentsof the execution of the respective matters and issues in a timely manner. In addition to regular Board meetings,the Company also provides the Directors with reports in relation to management accounts, sales volume, newsreleases, investor relations activities and share price performance on a regular basis.(C)REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENTThe Level and Make-up of Remuneration and DisclosureBased upon individual performance and contribution to the Group and under the principles of the Company’sremuneration policy in place, the remuneration package of the Directors and senior management are made up ofthe following two tiers: 1) on short-term basis – basic monthly salaries and discretionary year-end bonus; and 2)on long-term incentive basis – share options scheme and retirement benefits.The diversified remuneration package can reflect the market value of the relevant duties of the Directors and seniormanagement; encourage relevant Directors and senior management to achieve the corporate goal; attract andretain the experienced human resources of the Group; and provide competitive retirement protection.Remuneration Committee and Remuneration of DirectorsTo ensure that the Remuneration Committee comprises a majority of independent non-executive Directors andis chaired by an independent non-executive Director, Ms. Wei Mei ceased to be the committee chairman (butremains a member of the committee) and Mr. Yeung Sau Hung, Alex was appointed as the committee chairmanon 30 December 2011. The committee currently comprises three independent non-executive Directors and oneexecutive Director, including Mr. Yeung Sau Hung, Alex as chairman, Mr. Lee Cheuk Yin, Dannis, Mr. Fu Yu Wuand Ms. Wei Mei.During the year in regard to the amendments to the Code promulgated by the Stock Exchange, the committeeadopted a revised written terms of reference which clearly lay out its role, duties and authority (such term ofreference could also be retrieved from the websites of both the Company and the Stock Exchange for Shareholders’inspection if they so wish) to ensure the committee to have sufficient resources to discharge its duties.During the year, the Remuneration Committee held six meetings. The attendance record, on a named basis, atthe meeting is set out in the table on page 24 of this report. The Remuneration Committee had considered thefollowing proposals and made recommendation to the Board during the year:• Annual salary review and discretionary bonus payment of Directors and senior executives;• Review and renewal of the terms of letters of appointment and service contracts engaged with the existingBoard members; and• Adoption of the revised terms of reference to align it with the amendments to the Code and associatedListing Rules promulgated by the Stock Exchange which shall come into effect on 1 April 2012.For details on Directors’ remuneration, please refer to pages 89 to 90 in this annual report.28
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0175 Geely Automobile Holdings Limited Annual Report 2011

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