Annual Report 2007 - Hmdatalink.com hm datalink

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Corporate Governance ReportThe Company and its subsidiaries (collectivelyknown as the “Group”) continue the strivetoward achieving a high standard of corporategovernance with an emphasis on a strongand balanced board, and transparency andaccountability to all shareholders of the Company.The company has complied with the Code ofCorporate Governance Practice (the “CG Code”)in Appendix 14 of the Rules Governing the Listingof Securities of The Stock Exchange of HongKong Limited (the “Listing Rules”) throughout theyear ended 31 December 2007, except for thedeviation from CG Code E.1.2. Explanation forsuch deviation is provided and discussed below.The paragraphs below describe how theprinciples and code provisions are applied by theCompany.The BoardThe Board of Directors is responsible for overallmanagement of the business and strategicorientations.Board CompositionAs at 31 December 2007, the Board of Directorsof the Company (the “Board”) comprised eightexecutive directors, one non-executive directorand three independent non-executive directors.CG Code A.4.2 stipulates that every director,including those appointed for a specific term,should be subject to retirement by rotationat least once every three years. According tothe Article 116 of the Company’s Articles ofAssociation, at each annual general meeting, onethird of the directors for the time being or, if theirnumber is not three or a multiple of three, thenthe number nearest to but not less than one-third,shall retire from office by rotation provided thateach director (including those appointed for aspecific term) shall be subject to retirement byrotation at least once every three years at theannual general meeting.On 1 September 2007, Mr. Xu Gang was redesignatedby the Company as a non-executivedirector from previous executive director. Mr. XuGang, the non-executive director, is appointedfor a specific term of 3 years, subject toretirement by rotation at least once every threeyears at the annual general meeting pursuantto the Company’s Articles of Association. Hisre-appointment will be subject to re-electionby shareholders at the coming annual generalmeeting.GEELY AUTOMOBILE HOLDINGS LIMITED37ANNUAL REPORT 2 0 0 7
Corporate Governance ReportThe composition of the Board is reviewedregularly to ensure that it has a good balance ofexpertise, skills and experience which can meetthe requirements of the business of the Company.In considering the nomination of a new director,the Board will take into account the qualification,ability, working experience, leadership andprofessional ethics of the candidates. The Boardconsiders that the existing human resourcespolicy in recruitment of new senior staff is alsoapplicable to the nomination of new directors.Further, as the whole Board is jointly responsiblefor selection and approval of candidates forappointment as directors to the board, theCompany does not operate a NominationCommittee. For directors’ biographicalinformation, please refer to pages 32 to 35 of thisannual report.The following illustrates the membership andstructure of the Company’s Board of Directors andthe two specialized committees of the Board, asat 31 December 2007:Executive DirectorsMr. Li Shu Fu (Chairman)Mr. Gui Sheng Yue (Chief Executive Officer)Mr. Yang JianMr. Ang Siu Lun, LawrenceMr. Yin Da Qing, RichardMr. Liu Jin LiangMr. Zhao JieDr. Zhao FuquanNon-executive DirectorMr. Xu GangIndependent Non-executive DirectorsMr. Lee Cheuk Yin, DannisMr. Song LinMr. Yeung Sau Hung, AlexAudit CommitteeMr. Lee Cheuk Yin, Dannis (Chairman)Mr. Song LinMr. Yeung Sau Hung, AlexRemuneration CommitteeMr. Gui Sheng Yue (Chairman)Mr. Lee Cheuk Yin, DannisMr. Yeung Sau Hung, AlexChairman of the Board and ChiefExecutive OfficerCG Code A.2.1 stipulates that the roles ofchairman and chief executive officer should beseparate and should not be performed by thesame individual to ensure a balance of powerand authority. Throughout the entire 2007, theroles of Chairman and Chief Executive Officer ofthe Company were taken by Mr. Li Shu Fu andMr. Gui Sheng Yue respectively. The Chairmanof the Group is primarily responsible for themanagement of the Board, whereas the ChiefExecutive Officer is primarily responsible for thedaily operations of the Group with the assistancefrom other executive directors and seniormanagement.GEELY AUTOMOBILE HOLDINGS LIMITED38ANNUAL REPORT 2 0 0 7
Page 3 and 4: Supplying the SAFEST, the MOST ENER
Page 5 and 6: Financial Summary and HighlightsFin
Page 8 and 9: Chairman’s StatementLi Shu Fu,Cha
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Page 12 and 13: Management Discussion and AnalysisO
Page 14 and 15: Organisation Chart (as of 31 Decemb
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Geely Automobile Holdings LimitedRo
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