2011 - Li & Fung Limited

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CORPORATE GOVERNANCE (CONTINUED) In 2011, the Board held four physical meetings and six phone conferences (with an average attendance rate of 90%). A summary of Board and Committee meetings in 2011 is set out in the following table: BOARD AND COMMITTEE MEETINGS FOR YEAR 2011 Non-executive Directors Dr Victor FUNG Kwok King 1 Mr Benedict CHANG Yew Teck – appointed on 1 February 2011 Independent Non-executive Directors Mr Paul Edward SELWAY-SWIFT 2 Mr Allan WONG Chi Yun 3 Professor Franklin Warren McFARLAN Mr Makoto YASUDA – retired on 18 May 2011 Mr Martin TANG Yue Nien Dr FU Yuning – appointed on 1 November 2011 Executive Directors Dr William FUNG Kwok Lun 4 Mr Bruce Philip ROCKOWITZ 5 Mr Spencer Theodore FUNG Group Chief Compliance Officer Mr James SIU Kai Lau – retired on 1 October 2011 Mr Srinivasan PARTHASARATHY – appointed on 1 October 2011 26 LI & FUNG LIMITED | ANNUAL REPORT 2011 Board Nomination Committee Audit Committee Risk Management and Sustainability Committee Remuneration Committee 6 6 6 6 6 6 6 Annual General Meeting Dates of meeting 11/01/2011 7 18/05/2011 24/03/2011 17/02/2011 24/03/2011 18/05/2011 24/03/2011 10/08/2011 18/05/2011 13/04/2011 18/05/2011 11/04/2011 7 10/08/2011 01/08/2011 21/11/2011 18/05/2011 21/11/2011 07/11/2011 29/06/2011 7 14/07/2011 7 11/08/2011 22/09/2011 7 21/11/2011 22/12/2011 7 1: Chairman of the Board, and Chairman of Risk Management and Sustainability Committee. Retired as Chairman of Nomination Committee on 11 August 2011 and remains as Committee member 2: Chairman of Audit Committee, and appointed as Chairman of Nomination Committee on 11 August 2011 3: Chairman of Remuneration Committee 4: Became Executive Deputy Chairman on 18 May 2011 5: Appointed as Group President and Chief Executive Officer on 18 May 2011 6: Invited to attend Board and Committee meetings as a non-member 7: Held by phone conference MEETINGS ATTENDED MEETINGS UNATTENDED
INDEPENDENCE OF NON-EXECUTIVE DIRECTORS The Board has received from each Independent Non-executive Director a written annual confirmation of their independence and satisfied that independence up to the approval date of this report. The assessment of the independence of Independent Non-executive Director, which is on no less exacting terms than those set out in Chapter 3 of the Listing Rules of the Exchange, is delegated by the Board to the Nomination Committee. Each Independent Non-executive Director is required to inform the Company as soon as practicable if there is any change that may affect his independence. APPOINTMENT AND RE-ELECTION OF THE DIRECTORS The appointment of a new director must be approved by the Board. The Board has delegated to the Nomination Committee to select and recommend candidates for directorship including the consideration of referrals and engagement of external recruitment professionals when necessary. The Nomination Committee has established certain guidelines to assess the candidates. These guidelines emphasize appropriate professional knowledge and industry experience, personal ethics, integrity and personal skills, and possible time commitments to the Board and the Company. Under the Company’s bye-laws, one-third of the Directors, who have served longest on the Board, must retire, thus becoming eligible for re-election at each Annual General Meeting. As such, no Director has a term of appointment longer than three years. To further reinforce accountability, any further reappointment of an Independent Non-executive Director who has served the Company’s Board for more than nine years will be subject to separate resolution to be approved by shareholders. CORPORATE GOVERNANCE (CONTINUED) INDUCTION, INFORMATION AND ONGOING DEVELOPMENT All Directors were kept informed on a timely basis of major changes that may have affected the Group’s businesses, including relevant rules and regulations. In addition, the Group has implemented a continuing programme since 2003 to update the Directors (in particular Independent Non-executive Directors) on the macro economics and business environment relevant to the Group’s major operations. Overseas Board Meetings coupled with office briefings and a tour by the management of our overseas offices had been regularly conducted since 2004. In addition to the above, each newly-appointed Director received a tailored induction programme, which covers briefing on the Company’s overview by the Group Chairman, meeting with management and meeting with the Company’s external legal adviser on directors’ legal role and responsibilities. To further maximize the contribution from non-management Directors, a separate meeting between the Group Chairman and Independent Non-executive Directors was held in May 2011 to address business and related issues. Written procedures are also in place for Directors to seek independent professional advice in performing their Directors’ duties at the Company’s expense. No request was made by any Director for such independent professional advice in 2011. INDEPENDENT REPORTING OF CORPORATE GOVERNANCE MATTERS The Board recognizes the importance of independent reporting of the corporate governance matters of the Company. The Group Chief Compliance Officer, as appointed by the Board, was invited to attend Board and committee meetings in 2011 to advise on corporate governance matters covering risk management and relevant compliance issues relating to business operations, mergers and acquisitions, accounting and financial reporting. LI & FUNG LIMITED | ANNUAL REPORT 2011 27
Page 1: LI & FUNG LIMITED (Incorporated in
Page 4 and 5: CORPORATE INFORMATION NON-EXECUTIVE
Page 6 and 7: THE AMERICAS Guatemala City Lima Ma
Page 8 and 9: CHAIRMAN’S STATEMENT Victor Fung
Page 10 and 11: CHAIRMAN’S STATEMENT (CONTINUED)
Page 12 and 13: CONSUMER NEEDS THE SUPPLY CHAIN CON
Page 14 and 15: MANAGEMENT DISCUSSION & ANALYSIS Wi
Page 16 and 17: MANAGEMENT DISCUSSION & ANALYSIS (C
Page 26 and 27: CORPORATE GOVERNANCE The Board of D
Page 30 and 31: CORPORATE GOVERNANCE (CONTINUED) LI
Page 32 and 33: CORPORATE GOVERNANCE (CONTINUED) RI
Page 34 and 35: CORPORATE GOVERNANCE (CONTINUED) CO
Page 36 and 37: CORPORATE GOVERNANCE (CONTINUED) As
Page 38 and 39: CORPORATE GOVERNANCE (CONTINUED) Th
Page 40 and 41: CORPORATE GOVERNANCE (CONTINUED) CO
Page 42 and 43: SUSTAINABILITY OVERVIEW In 2011, we
Page 44 and 45: SUSTAINABILITY (CONTINUED) A summar
Page 46 and 47: SUSTAINABILITY (CONTINUED) WELL-BEI
Page 48 and 49: DIRECTORS AND SENIOR MANAGEMENT DIR
Page 50 and 51: DIRECTORS AND SENIOR MANAGEMENT (CO
Page 52 and 53: DIRECTORS AND SENIOR MANAGEMENT (CO
Page 55 and 56: REPORT OF THE DIRECTORS The directo
Page 57 and 58: Number of Share Options REPORT OF T
Page 59 and 60: SUBSIDIARIES Details of the Company
Page 61 and 62: DIRECTORS The directors during the
Page 63 and 64: REPORT OF THE DIRECTORS (CONTINUED)
Page 65 and 66: REPORT OF THE DIRECTORS (CONTINUED)
Page 67 and 68: OPINION INDEPENDENT AUDITOR’S REP
Page 69 and 70: CONSOLIDATED PROFIT AND LOSS ACCOUN
Page 71 and 72: CONSOLIDATED BALANCE SHEET As at 31
Page 73 and 74: BALANCE SHEET As at 31 December 201
Page 75 and 76: CONSOLIDATED STATEMENT OF CHANGES I
Page 77 and 78: NOTES TO THE ACCOUNTS 1 BASIS OF PR
Page 79 and 80:
NOTES TO THE ACCOUNTS (CONTINUED) 1
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2 CRITICAL ACCOUNTING ESTIMATES AND
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3 SEGMENT INFORMATION (CONTINUED) Y
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3 SEGMENT INFORMATION (CONTINUED) N
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4 OPERATING PROFIT (CONTINUED) The
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6 TAXATION (CONTINUED) NOTES TO THE
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10 STAFF COSTS INCLUDING DIRECTORS
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11 DIRECTORS’ AND SENIOR MANAGEME
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12 INTANGIBLE ASSETS Brand Buying a
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12 INTANGIBLE ASSETS (CONTINUED) NO
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13 PROPERTY, PLANT AND EQUIPMENT (C
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17 AVAILABLE-FOR-SALE FINANCIAL ASS
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19 DUE FROM/(TO) RELATED COMPANIES
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21 TRADE AND OTHER RECEIVABLES (CON
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22 CASH AND CASH EQUIVALENTS NOTES
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24 BANK BORROWINGS (CONTINUED) The
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26 RESERVES (a) THE GROUP NOTES TO
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26 RESERVES (CONTINUED) (b) THE COM
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27 LONG-TERM LIABILITIES NOTES TO T
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27 LONG-TERM LIABILITIES (CONTINUED
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28 POST-EMPLOYMENT BENEFIT OBLIGATI
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29 DEFERRED TAXATION (CONTINUED) NO
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30 NOTES TO THE CONSOLIDATED CASH F
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30 NOTES TO THE CONSOLIDATED CASH F
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31 BUSINESS COMBINATIONS (CONTINUED
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31 BUSINESS COMBINATIONS (CONTINUED
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36 FINANCIAL RISK MANAGEMENT NOTES
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36 FINANCIAL RISK MANAGEMENT (CONTI
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38 FAIR VALUE ESTIMATION NOTES TO T
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41 PRINCIPAL SUBSIDIARIES AND ASSOC
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LIFUNG TOWER 888 Cheung Sha Wan Roa
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2011 - Li & Fung Limited

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