Annual Report 2011 - QuamIR

More documents

Recommendations

Info

Corporate Governance ReportFor the year ended 31 March 2011, 14 Board meetings were held and the individual attendance of Directorsis set out below:–AttendanceExecutive DirectorsMr. Leung Ngai Man 11/14Mr. Sung Kin Man 12/14Mr. Yeung Kit 14/14Mr. Wong Wa Tak (retired on 30 August 2010) 9/14Mr. Ng Kwok Chu, Winfield 13/14Independent Non-Executive DirectorsMr. Cai Wei Lun 13/14Mr. Chan Sing Fai (retired on 30 August 2010) 7/14Dr. Leung Wai Cheung 13/14Mr. Zhang Qingkui (appointed on 31 January 2011) 0/14The Directors attended Board meetings in personor through electronic means in accordance with theArticles.CHAIRMAN AND CHIEFEXECUTIVE OFFICERThere is a clear division of responsibilities betweenthe Chairman and the CEO. The Chairmandetermines the Board strategic direction ofthe Group in consultation with the Board andis responsible for the high-level oversight ofmanagement. The CEO, with support of theExecutive Directors, is responsible for strategicplanning of different business functions and day-todaymanagement and operation of the Group. TheChairman is Mr. Leung Ngai Man and the CEO is Mr.Sung Kin Man throughout the year.NOMINATION OF DIRECTORSThe Board has not set up a nomination committee.The Board is empowered under the Articles toappoint any person as a Director either to fill acasual vacancy or as an additional member of theBoard. New Directors appointed by the Board mustretire and be re-elected at the first general meetingafter his appointment under the requirements of theArticles.The selection criteria of new Directors aremainly based on the professional qualificationand experience of the candidate for directorship.Nomination procedure has been in place, pursuantto which (i) an interview/meeting will be conductedwith the candidates for Directors; and (ii) Boardmeeting may be held to consider, if thought fit, toapprove the appointment of the new Directors. TheChairman of the Board is responsible for nominatingany suitable person to join the Board if considerednecessary, such nomination will have to be approvedby the Board.Sino Prosper State Gold Resources Holdings Limited24
Corporate Governance ReportREMUNERATION COMMITTEEThe Remuneration Committee was establishedwith its terms of reference prepared in accordancewith the provisions set out in the Code. The rolesand functions of the Remuneration Committeeis to make recommendation to the Board on theremuneration policy and structure for Directorsand senior management and to ensure that they arefairly rewarded for their individual contribution tothe Group’s overall performance, having regard tothe interests of shareholders of the Company. Theprincipal duties of the Remuneration Committeeinclude determining the specific remunerationpackages of all Executive Directors and seniormanagement as well as reviewing and approvingperformance-based remuneration by referenceto corporate goals and objectives resolved by theBoard from time to time. No Director or any of hisassociates should be involved in any decision as tohis own remuneration.During the year ended 31 March 2011, threeremuneration committee meetings were held andthe individual attendance of its members is set outbelow:–Independent Non-Executive DirectorsAttendanceDr. Leung Wai Cheung Chairman 4/4Mr. Chan Sing Fai Chairman (retired on 30 August 2010) 1/4Mr. Cai Wei Lun Member 3/4Mr. Zhang Qingkui Member (appointed on 31 January 2011) 0/4Executive DirectorsMr. Leung Ngai Man Member 2/4Mr. Yeung KitMember (resigned as a member of theremuneration committee on 30 August 2010) 1/4Mr. Sung Kin ManMember (appointed as a member of theremuneration committee 30 August 2010) 2/4AUDIT COMMITTEEThe written terms of reference include the authorityand duties of the Audit Committee and amongstits principal duties are the review and supervisionof the Company’s financial reporting process andinternal control procedures. In regard to thefinancial reporting process, the Audit Committeewould consider any significant items reflected inthe reports and accounts, and any matters thathave been raised by the Financial Controller of theGroup.During the year ended 31 March 2011, two auditcommittee meetings were held and the individualattendance of its members is set out below:–Independent Non-Executive DirectorsAttendanceDr. Leung Wai Cheung Chairman 2/2Mr. Chan Sing Fai Chairman (retired on 30 August 2010) 1/2Mr. Cai Wei Lun Member 2/2Mr. Zhang Qingkui Member (appointed on 31 January 2011) 0/2Annual Report 201125
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
Page 9 and 10: Chairman’s MessageFor its part, A
Page 11 and 12: Management Discussion & AnalysisAft
Page 13 and 14: Management Discussion & AnalysisInv
Page 15: Management Discussion & AnalysisTar
Page 19 and 20: Management Discussion & AnalysisDur
Page 21 and 22: Directors’ and Management Profile
Page 23 and 24: Directors’ and Management Profile
Page 25: Corporate Governance ReportDIRECTOR
Page 29 and 30: Directors’ ReportThe directors (t
Page 31 and 32: Directors’ ReportMr. Cai Wei Lun
Page 33 and 34: Directors’ ReportNotes:1. This pe
Page 35 and 36: Directors’ ReportThe emolument of
Page 37 and 38: Independent Auditors’ ReportWe be
Page 39 and 40: Consolidated Statement of Financial
Page 41 and 42: Consolidated Statement of Changes i
Page 43 and 44: Consolidated Statement of Cash Flow
Page 45 and 46: Notes to the Consolidated Financial
Page 77 and 78:
Notes to the Consolidated Financial
Page 79 and 80:
Page 81 and 82:
Page 83 and 84:
Page 85 and 86:
Page 87 and 88:
Page 89 and 90:
Page 91 and 92:
Page 93 and 94:
Page 95 and 96:
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
Page 125 and 126:
Financial SummaryFor the year ended
show all

Annual Report 2011 - QuamIR

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?