Haier 2009 Annual Report Download - page 32
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CORPORATE GOVERNANCE REPORT 企業管治報告
HAIER ELECTRONICS GROUP CO., LTD ANNUAL REPORT 2009
30
Board of Directors (Cont’d)
Delegation by the Board (Cont’d)
Pursuant to the Guidelines, the major functions of the Board and the
Management are summarized as follows:
The Board is principally responsible for:
1. determining the overall strategy;
2. reviewing all significant policies of the Group;
3. monitoring the performance of the Management to ensure that
the business operations of the Group are properly planned and
undertaken;
4. approving interim and annual results of the Group based
on recommendations made by the audit committee of the
Company;
5. approving material contracts and transactions for which the
Management is required to obtain the Board’s prior approval;
and
6. subject to the requirements of the Listing Rules, approving
transactions in which connected person(s) (as defined in the Listing
Rules) of the Group is/are considered having a material conflict of
interests.
The Management is principally responsible for:
1. exercising all such other powers and perform all such other acts as
may be exercised and performed by the Directors, save and except
for those that may specifically be reserved by the Board and/or the
committees set up by the Board for decision and implementation;
or those that may only be exercised by the Board pursuant to The
Companies Act of Bermuda, the Bye-laws of the Company (the
“Bye-laws”), the Listing Rules and/or the Hong Kong Codes on
Takeovers and Mergers and Share Repurchases;
2. formulating and implementing policies for business activities,
internal controls and administration of the Company;
3. planning and deciding the Company’s strategies on its business
activities; and
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