Annual Report 2007 - Hmdatalink.com hm datalink

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Corporate Governance ReportRelationship of the Board MembersThere is no family relationship between any of theDirectors, nor are there any financial, business orother material or relevant relationships among themembers of the Board.Independent Non-executiveDirectorsAs at 31 December 2007, there were threeindependent non-executive directors and one ofwhom has appropriate professional qualificationsor accounting or related financial managementexpertise. The Board confirms that the Companyhas received from each of the independentnon-executive directors a confirmation ofindependence for the year ended 31 December2007 pursuant to Rule 3.13 of the Listing Rulesand considers all of the independent nonexecutivedirectors as independent during theyear. No independent non-executive director hasserved the Group for more than nine years.Each of the independent non-executive directorsis appointed for a specific term of 3 years, subjectto retirement by rotation at least once every threeyears at the annual general meeting pursuant tothe Company’s Articles of Association.All independent non-executive directors areidentified as such in all corporate communicationscontaining the names of the Directors.Responsibility of DirectorsThe Board is responsible for ensuring continuityof leadership, development of sound businessstrategies, availability of adequate financial andmanagerial resources to implement the businessstrategies adopted, adequacy of systems ofinternal controls and conduct of business inconformity with applicable laws and regulations.All directors have given sufficient time andattention to the affairs of the Board and theBoard has always acted in the best interests ofthe Company and its shareholders as a whole.The Executive Directors and senior managementare delegated with respective levels of authoritiesfor them to discharge their responsibilities.Management is responsible for the day-to-dayoperations of the Group with divisional headsresponsible for different aspects of the business.The Board acknowledges their responsibilityto prepare financial statements for eachfinancial year in order to provide a true andfair view of the financial status of the Group.The Directors aim to present a balanced, clearand understandable assessment of the Group’sfinancial and operational performance, positionand prospects in the interim and annual financialstatements, and relevant announcements toshareholders. The Group has adopted the HongKong Financial Reporting Standards (“HKFRSs”)in preparing the financial statements, appropriateaccounting policies have been adopted andapplied consistently, and reasonable and prudentjudgment and estimates have been made whereGEELY AUTOMOBILE HOLDINGS LIMITED39ANNUAL REPORT 2 0 0 7
Corporate Governance Reportappropriate. The release of key operationalinformation and the publication of financialstatements of the Group were organized in atimely manner.The Board has reviewed the financial projectionsof the Group and the Board is not aware ofany material uncertainties relating to eventsor conditions which may cast significant doubtover the Group’s ability to continue as a goingconcern. Accordingly, the Board has continued toadopt the going concern basis in preparing thefinancial statements.Directors’ Securities TransactionsDuring the year, the Company adopted the ModelCode for Securities Transactions by Directorsof Listed Issuers (the “Model Code”) as set outin Appendix 10 of the Listing Rules as its ownCode for Securities Transactions by Officers (the“Code”). All directors of the Company haveconfirmed their compliance during the periodwith the required standards set out in the ModelCode.Board MeetingsThe Board conducts meetings on a regular basisand on an ad-hoc basis, as required by businessneeds. During the year, the Board held a total oftwelve regular board meetings and twenty-ninead-hoc board meetings. The attendance record,on a named basis, at these meetings is set out inthe table on page 46 of this report.For regular board meetings, 14-day notices aregiven to directors beforehand. For other type ofboard meetings, reasonable notices are givento directors as well. Board papers (including theboard meeting agenda) are circulated beforethe board meetings to enable the directors tomake informed decisions on matters to be raised.The directors are provided with opportunitiesto include matters in the agenda for boardmeetings. The Company Secretary and QualifiedAccountant shall attend all board meetingsto advise on corporate governance, statutorycompliance, accounting and financial matterswhen necessary. Directors shall have full accessto information on the Group and are able toobtain independent professional advice wheneverdeemed necessary by the directors. The CompanySecretary shall prepare minutes and keep recordsof matters discussed and decisions resolved at allboard meetings. Draft and finalized minutes ofboard meetings are circulated to all Directors fortheir comments and records respectively as soonas practicable after each meeting. All minutes areopen for inspection at any reasonable time onrequest by any Director.Before each board meeting, the Directors have todeclare for their interests in the subject matter tobe considered in the relevant board meeting. Anydirector or his associates has/have any materialinterest in any proposed board resolutions willnot be counted as a quorum in the relevant boardmeeting nor vote for the board resolutions. Theindependent non-executive Directors who haveno material interest in the matter will attend themeeting to deal with the matter if it is consideredappropriate.GEELY AUTOMOBILE HOLDINGS LIMITED40ANNUAL 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
Page 10 and 11: Chairman’s Statementoperating ass
Page 12 and 13: Management Discussion and AnalysisO
Page 14 and 15: Organisation Chart (as of 31 Decemb
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Page 42 and 43: Corporate Governance ReportEach new
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Page 48 and 49: Directors’ ReportThe Directors pr
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Page 52 and 53: Directors’ Report(5) Hunan Geely
Page 54 and 55: Directors’ ReportDirectors’ Int
Page 56 and 57: Directors’ ReportSave as disclose
Page 58 and 59: Independent Auditors’ Reportfor t
Page 60 and 61: Consolidated balance sheetas at 31
Page 62 and 63: Consolidated cash flow statementfor
Page 64 and 65: Notes to the consolidated financial
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Geely Automobile Holdings LimitedRo
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