China XLX Fertiliser Ltd

CORPORATE GOVERNANCE REPORTThe following table discloses the number of meetings held for the Board and Board Committees and theattendance of all Directors for the financial year ended 31 December 2008: -BOARDAUDITCOMMITTEEREMUNERATIONCOMMITTEENOMINATINGCOMMITTEENumber of meetings held 8 5 1 2Mr Liu Xingxu 7 N.A. N.A. 2Madam Yan Yunhua 8 N.A. N.A. N.A.Mr Li Buwen 7 N.A. N.A. N.A.Mr Ong Kian Guan 8 5 1 N.A.Mr Li Shengxiao 8 5 1 2Mr Ong Wei Jin 6 5 1 2While the Board considers directors’ attendance at Board meetings to be important, it should not be the onlycriterion to measure their contributions. It also takes into account the contributions by board members in otherforms including periodical reviews, provision of guidance and advice on various matters relating to the Group.Board Composition and BalancePrinciple 2: There should be a strong and independent element on the Board, which is able to exercise objectivejudgement on corporate affairs independently, in particular, from Management. No individual or small group ofindividuals should be allowed to dominate the Board’s decision making.The Board consists of six directors, of whom three are Independent Directors.The criterion for independence is based on the definition given in the Code. The Board considers an“independent” director as one who has no relationship with the Company, its related companies or officers thatcould interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent judgmentof the conduct of the Group’s affairs.The Board is of the view that the current Board members comprise persons whose diverse skills, experience andattributes provide for effective direction for the Group. The composition of the Board will be reviewed on anannual basis by the Nominating Committee to ensure that the Board has the appropriate mix of expertise andexperience, and collectively possess the necessary core competencies for effective functioning and informeddecision-making.Key information regarding the directors is given in the ‘Board of Directors’ section of the annual report.Particulars of interests of Directors who held office at the end of the financial year in shares, debentures, warrantsand share options in the Company and in related corporations (other than wholly-owned subsidiaries) are set outin the Directors’ Report on pages 35 to 37 of this annual report.Annual Report 200826