Haier 2009 Annual Report Download - page 33
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CORPORATE GOVERNANCE REPORT 企業管治報告
海爾電器集團有限公司 31
Board of Directors (Cont’d)
Delegation by the Board (Cont’d)
4. keeping proper written records of its decisions taken which may be
inspected by any members of the Board or the Board committees
upon request.
The Board reviews those arrangements and the Guidelines on a periodic
basis to ensure that they remain appropriate to the needs of the
Group.
Chairman and Chief Executive Officer (“CEO”)
Under the Code Provision A.2.1, the roles of chairman and CEO should be
separate and should not be performed by the same individual. Currently,
the Company does not have any person holding the title of CEO. Ms.
Yang Mian Mian is the Chairman of the Board and is also performing the
functions of CEO. The Board meets regularly to consider major matters
affecting the business and operations of the Group. The Company
believes that the combination of the roles of chairman and CEO can
promote the efficient formulation and implementation of the Company’s
strategies which will enable the Group to seize business opportunities
efficiently and promptly. Meanwhile, the Company believes that through
the supervision of the Board and its independent non-executive directors,
checks and balances exist so that the interests of the shareholders are
adequately and fairly represented.
Under the Code Provision E.1.2, the chairman of the board should attend
the annual general meeting. The Chairman of the Board did not attend
the 2009 annual general meeting of the Company as she had overseas
business trip at that time.
INEDs
The INEDs have the same duties of care and skill and fiduciary duties
as the executive Directors. They are expressly identified as such in all
corporate communications that disclose the names of the Directors.
The INEDs are experienced professionals with expertise in areas of
accounting and finance. With their professional knowledge and experience,
the INEDs advise the Company on its operation and management; provide
independent opinion on the Company’s connected/continuing connected
transactions; participate in the Company’s audit committee meetings,
remuneration committee meetings and nomination committee meetings.
The INEDs also contribute to provide adequate checks and balance to
protect the interests of the Company and the Company’s shareholders
as a whole, and to promote the development of the Company.
The Company has received an annual confirmation of independence
from each of the INEDs pursuant to Rule 3.13 of the Listing Rules and
considers that all INEDs to be independent as the date of this report.
4.
A.2.1
E.1.2
3.13