Haier 2009 Annual Report Download - page 34
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CORPORATE GOVERNANCE REPORT 企業管治報告
HAIER ELECTRONICS GROUP CO., LTD ANNUAL REPORT 2009
32
Board of Directors (Cont’d)
INEDs (Cont’d)
Under the Code Provision A.4.1, non-executive directors should be
appointed for specific terms, subject to re-election. Currently, all INEDs
are not appointed for a specific term but are subject to retirement by
rotation at the annual general meetings of the Company in accordance
with Bye-laws. As such, the Board considers that sufficient measures
have been taken to ensure that the Company’s corporate governance
practices are no less exacting than those in the CG Code.
Supply of and access to information
Newly appointed Directors will receive induction packages containing
the duties and responsibilities of directors under the Listing Rules and
other applicable rules and regulations.
All the Directors are briefed and updated from time to time on the latest
legislative and regulatory developments to ensure that they are fully
aware of their responsibilities under the Listing Rules, applicable legal
and regulatory requirements.
In order to ensure that their duties can be properly discharged, the
Directors are entitled to seek advice from independent professional advisers
whenever deemed necessary by them at the Company’s expense.
Board Meetings
During the year ended 31 December 2009, apart from consents obtained
by means of written resolutions of all the Board members, the Board
had held four scheduled meetings at approximately quarterly intervals
to review and approve, among other things, the 2008 annual results
and 2009 interim results, discloseable and connected transactions and
continuing connected transactions of the Group. The Company’s board
meetings (the “Board Meeting(s)”) are permitted to be held by means
of telephone or other means of electronic communication under the
Bye-laws.
Reasonable notices are served and comprehensive information is provided
to the Board members in advance of all the Board Meetings in order to
enable them to make informed decisions on all matters transacted at
the Board Meetings.
The proceedings of the Board Meetings are conducted by the Chairman of
the Board or another executive Director who ensures that sufficient time
is allowed for discussion among the Directors and equal opportunities
are being given to the Directors to express their views and share their
concerns.
A.4.1