Annual Report 2011 - QuamIR

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Corporate Governance ReportCORPORATE GOVERNANCE &PRACTICESSino Prosper State Gold Resources Holdings Limited(the “Company”) acknowledges the importanceof good corporate governance practices andprocedures and regards a pre-eminent board ofdirectors, sound internal controls and accountabilityto all shareholders as the core elements of itscorporate governance principles. The Companyendeavours to ensure that its businesses areconducted in accordance with rules and regulations,and applicable codes and standards. The Companyhas adopted the Code Provisions of the Code onCorporate Governance Practices (the “Code”) asset out in Appendix 14 to the Rules Governingthe Listing of Securities on The Stock Exchangeof Hong Kong Limited (the “Listing Rules”). Theboard (“Board”) of directors (“Directors”) ofthe Company periodically reviews the corporategovernance practices of the Company to ensure itscontinuous compliance with the Code. Save andexcept as hereinafter mentioned, the Company wasin compliance with the Code for the year ended 31March 2011:Code Provision E.1.2Pursuant to Code Provision E.1.2 of the Code,the chairman of the board should attend theannual general meeting. However, the Chairmanof the Board was absent from the annual generalmeeting held on 30 August 2010 in order to attendto other matters. A Director was present at theannual general meeting to chair the meeting. Toensure compliance with the Code in the future, theCompany has arranged and will arrange to furnishall Directors with appropriate information on allgeneral meetings and take all reasonable measuresto arrange the schedule in such a cautious way thatall Directors (including the Chairman of the Board)can attend the annual general meeting.Pursuant to Code Provision E.1.2 of the Code, thechairman of the independent board committee(if any) should be available to answer questionsat any general meeting to approve a connectedtransaction or any other transaction that is subjectto independent shareholders’ approval. However,both members of the independent board committee,namely Dr. Leung Wai Cheung and Mr. Cai WeiLun, were absent from the extraordinary generalmeeting held on 15 October 2010 for approving thedisposal of Sino Prosper Gas Limited, in order toattend to other matters. To ensure compliance withthe Code in the future, the Company has arrangedand will continue to arrange for furnishing allmembers of the independent board committee withappropriate information on all general meetingsand take all reasonable measures to arrange theschedule in such a cautious way that all membersof the independent board committee (including thechairman of the independent board committee) canattend any general meeting to approve a connectedtransaction or any other transaction that is subjectto independent shareholders’ approval.Non-compliance with RequirementsRegarding Independent Non-executiveDirector and Member of Audit CommitteeAs Mr. Chan Sing Fai (“Mr. Chan”) did not offerhimself for re-election as a Director at the 2010annual general meeting held on 30 August 2010,and no new Independent Non-Executive Directorwas appointed to fill the vacant post arising fromhis retirement after the conclusion of the 2010annual general meeting, the Company has only twoIndependent Non-Executive Directors and the auditcommittee of the Board has only two members(namely, Mr. Cai Wei Lun and Dr. Leung WaiCheung) from 30 August 2010 and up to 31 January2011. Such number falls below the minimumnumber required under Rule 3.10(1) and 3.21of the Listing Rules respectively. At present, Dr.Leung Wai Cheung, an Independent Non-ExecutiveDirector, possesses the qualification which meetsthe requirements under Rule 3.10(2) of the ListingRules. A new Independent Non-Executive Director(namely, Mr. Zhang Qingkui) was appointed witheffect from 31 January 2011. Mr. Zhang Qingkui wasalso appointed as a member of the Audit Committeewith effect from 31 January 2011.Sino Prosper State Gold Resources Holdings Limited22
Corporate Governance ReportDIRECTORS’ SECURITIESTRANSACTIONSThe Company has adopted the Model Code forSecurities Transactions by Directors of ListedIssuers as set out in Appendix 10 to the ListingRules (the “Model Code”) as the Company’s code ofconduct for dealing in securities of the Company bythe Directors. In response to the Company’s specificenquiry made, all Directors have confirmed thatthey complied with the required standard set outin the Model Code throughout the year ended 31March 2011.BOARD OF DIRECTORSThe composition of the Board for the year ended 31March 2011 and up to the date of this annual reportis as follows:Executive DirectorsMr. Leung Ngai Man (Chairman)Mr. Sung Kin Man (Chief Executive Officer)Mr. Yeung KitMr. Wong Wa Tak (retired on 30 August 2010)Mr. Ng Kwok Chu, WinfieldIndependent Non-Executive DirectorsMr. Cai Wei LunMr. Chan Sing Fai (retired on 30 August 2010)Dr. Leung Wai CheungMr. Zhang Qingkui (appointed on 31 January 2011)The biographical details of the Directors are setout on pages 18 to 19 of this annual report. TheBoard possesses a balance of skills and experiencewhich is appropriate for the requirements of thebusiness of the Group. The opinions raised bythe Independent Non-Executive Directors in theBoard meetings facilitate the maintenance ofgood corporate governance practices. A balancedcomposition of Executive Directors and IndependentNon-Executive Directors also provides a strongindependent element on the Board, which allowsfor independent and objective decision making inthe best interests of the Company. The Companywill review the composition of the Board regularlyto ensure the Board possesses the appropriate andnecessary expertise, skills and experience to meetthe needs of the Group’s business.The Company has received from each IndependentNon-Executive Director an annual confirmationof his independence pursuant to Rule 3.13 ofthe Listing Rules and the Company considers allthe independent non-executive Directors to beindependent during the Reporting Period and up tothe date of this report (for Mr. Chan Sing Fai, from1 April 2010 to 30 August 2010, and for Mr. ZhangQingkui, from 31 January 2011 onwards).As at the date of this annual report, there is nofinancial relationship between any of the Directorsand the members of the senior management, noris there any business, family or other material orrelevant relationships among the members of theBoard.BOARD MEETINGSIt is intended that regular Board meetings shouldbe held at least four times a year, at approximatelyquarterly intervals to discuss and formulatethe overall strategies of the Group, to approveannual and interim results, as well as to reviewthe business operation and the internal controlsystem of the Group. The meeting schedule willbe fixed at the beginning of each year. Apartfrom these regular Board meetings, the Boardwill meet on other occasions when a board-leveldecision on a particular matter is required, suchas material contracts and transactions as well asother significant policy and financial matters. TheBoard has delegated the power to oversee thedaily operational matters of the Group to seniormanagement under the supervision of the Board.Annual Report 201123
Page 1: Sino Prosper State Gold Resources H
Page 4 and 5: Year in Review2010-2011April 2010HK
Page 7 and 8: Chairman’s MessageOver the course
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Page 11 and 12: Management Discussion & AnalysisAft
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Page 21 and 22: Directors’ and Management Profile
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Financial SummaryFor the year ended
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Annual Report 2011 - QuamIR

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