Annual Report 2007 - Hmdatalink.com hm datalink

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