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Corporate Governance Report
/ Annual Report 2011 /
1
Change of Director
The Company follows a formal, considered and transparent procedure for the appointment of new directors.
Appointments are first considered by the Nomination Committee. The recommendations of the Nomination
Committee are then put to the Board for decision. The candidate of director at the shareholders’ general meeting
should be recommended by the Board and directors shall be elected at the shareholders’ general meeting each for a
term of three years, effective from the date of election.
The appointment of Ms. Hou Rui as an executive director of the Company was approved at the EGM on 23 February
2011.
Every newly appointed director of the Company should receive a comprehensive, formal and tailored induction on the
first occasion of his appointment, and subsequently such briefing and professional development as is necessary, to
ensure that he has a proper understanding of the operations and business of the Company and that he is fully aware
of his responsibilities under the applicable laws and regulations, the Listing Rules and other regulatory requirements
and the business and governance policies of the Company.
Composition of the Board
As of 31 December 2011, the Board comprised eleven directors, including four executive directors (Mr. Li Ping as
Chairman and executive director, Mr. Zheng Qibao, Mr. Yuan Jianxing and Ms. Hou Rui as executive directors), two
non-executive directors (Mr. Liu Aili and Mr. Zhang Junan) and five independent non-executive directors (Mr. Wang
Jun, Mr. Chan Mo Po, Paul, Mr. Zhao Chunjun, Mr. Wu Shangzhi and Mr. Hao Weimin). Mr. Wang Xiaochu is the
Honorary Chairman of the Company. The Honorary Chairman is not a member of the Board and has no voting rights
on any matters to be considered by the Board. The profiles of the directors are set out in the “Profiles of Directors,
Supervisors and Senior Management” section of this annual report.
The Board has five independent non-executive directors, constituting over 1/3 of the members of the Board, and
complied with the Listing Rules in respect of the number of independent non-executive directors. This ensured
the independence of the Board. All independent non-executive directors possess considerable experience in their
respective industries and professions.
To the best knowledge of the directors, in 2011 the members of the Board did not have any financial, business,
family or other material connection with each other, in particular between the Chairman and the President, and all of
them are free to make independent judgments.
The Company has received the written annual confirmation of independence from each of the independent non-
executive directors pursuant to Rule 3.13 of the Listing Rules, and considers all independent non-executive directors
to be independent.
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model
Code”) as set out in Appendix 10 of the Listing Rules to govern securities transactions by directors. Having made
specific enquiries in writing to the directors, each of the directors has confirmed that he has complied with the
Model Code in connection with transactions in the Company’s securities during the reporting period.