Haier 2009 Annual Report Download - page 31
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CORPORATE GOVERNANCE REPORT 企業管治報告
海爾電器集團有限公司 29
The board (the “Board”) of directors (the “Directors”) and the
management (the “Management”) of Haier Electronics Group Co.,
Ltd. (the “Company”) recognise that sound corporate practices are
crucial to the efficient operation of the Company and its subsidiaries
(collectively the “Group”) and the safeguarding of our shareholders’
interests. In this regard, the Board attaches great priority to reinforce
the Company’s corporate governance standards with emphasis on
transparency, accountability and independence in order to enhance our
long-term shareholders’ value.
The Company has, throughout the year ended 31 December 2009,
complied with most of the applicable code provisions (the “Code
Provision(s)”) and principles under the Code on Corporate Governance
Practices (the “CG Code”) as set out in Appendix 14 to the Rules Governing
the Listing of Securities (the “Listing Rules”) on The Stock Exchange of
Hong Kong Limited (the “Stock Exchange”) except for certain deviations
as described below. This report describes the Company’s corporate
governance practices, explains its applications of and deviations from the
CG Code, together with considered reasons for such deviations.
Board of Directors
Composition
The Board currently comprises four Executive Directors, two Non-
executive Directors (re-designated from Executive Directors from 12
November 2009) and three Independent Non-executive Directors (the
“INED(s)”). The Directors are well-versed in respective areas such as legal,
accounting and finance, business management and industry knowledge
and the Board as a whole has achieved an appropriate balance of skills
and experience. The Directors’ biographical details are set out on pages
14 to 17 of this annual report.
To the best of the Company’s knowledge, there is no financial or family
relationship among the Board members. All of them are free to exercise
their independent judgment on all matters concerning the Company.
Delegation by the Board
The Directors are collectively responsible for setting the Group’s strategies,
providing leadership and guidance to put them into effect, reviewing and
monitoring the performance of the Group and are accountable to the
Company’s shareholders. To maximise the effectiveness of the Group’s
operations, the Board has delegated management and administration of
the Group’s daily operations to the executive Directors and the Management
while reserving several important matters for its approval. To this end, the
Board has adopted written guidelines (the “Guidelines”) laying down the
division of functions between the Board and the Management (including
the executive Directors for the purpose of the Guidelines).
14
14
17