Annual Report 2011/12 - International Entertainment Corporation

Corporate Governance ReportCORPORATE GOVERNANCE PRACTICESThe Company is committed to maintaining a high standard of corporate governance practices and procedures and tocomplying with the statutory and regulatory requirements. During the year ended 31 March 2012, the Company hascomplied with the code provisions of the Code on Corporate Governance Practices (the “Code”), which has been renamedas Corporate Governance Code with effect from 1 April 2012, as set out in Appendix 14 to the Listing Rules, except for thefollowing deviation:Code Provision E.1.2 of the Code stipulates that the chairman of the board should attend the annual general meetingand arrange for the chairman of the audit, remuneration and nomination committees (as appropriate) or in the absence ofthe chairman of such committees, another member of the committee or failing which his duly appointed delegate, to beavailable to answer questions at the annual general meeting. The chairman of the independent board committee (if any)should also be available to answer questions at any general meeting to approve a connected transaction or any othertransaction that is subject to independent shareholders’ approval.The chairman of the Board had not attended the annual general meeting of the Company held on 22 August 2011 as hehad another business engagement at the time of such meeting. One of the executive Directors was elected as the chairmanof the aforesaid annual general meeting of the Company and responded to the questions raised by the Shareholders.The management of the Group considers that the Board has endeavored to maintain an on-going dialogue with theShareholders.MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORSThe Company has adopted the Model Code for Securities Transactions by Directors (the “Code on SecuritiesTransactions”), the standard of which is no less than the required standard provided in the Model Code for SecuritiesTransactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules (the “Model Code”).The Company, having made specific enquiry of all the Directors, was not aware of any non-compliance with the requiredstandard provided in the Model Code and the Code on Securities Transactions throughout the year ended 31 March 2012.BOARD OF DIRECTORSThe principal duty of the Board is to ensure that the Company is properly managed in the interest of the Shareholders.The Chairman is responsible for the management of the Board. The Company does not have any Chief Executive Officer.The Board is primarily responsible for the overall management of the Company and oversight of the management.Management is responsible for the day-to-day operations of the Company. In addition, the Company has established theexecutive committee, the audit committee, the nomination committee and the remuneration committee with respectiveterms of reference to assist the Board in focusing on specific matters, fulfill their roles and functions delegated by the Board,and make any necessary recommendations.As at 31 March 2012, the Board comprised eleven Directors, of whom seven are executive Directors and four areindependent non-executive Directors. Biographical details of the Directors are set out on pages 8 to 12 of this annual report.International Entertainment Corporation - Annual Report 2011/12 21