Haier 2009 Annual Report Download - page 35
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CORPORATE GOVERNANCE REPORT 企業管治報告
海爾電器集團有限公司 33
Board of Directors (Cont’d)
Board Meetings (Cont’d)
The Company Secretary attends the Board Meetings to advise Directors on
corporate governance practices, and statutory compliance, accounting
and financial issues whenever deemed necessary by the Board.
The Company Secretary is responsible for preparing minutes recording
all matters transacted and resolved at the Board Meetings. All the Board
minutes are kept by the Company Secretary and are open for inspection
by the Directors.
The following table shows the attendance of the Directors at the
scheduled Board Meetings during the year ended 31 December 2009:
No. of the scheduled
Board Meetings attended/held
Executive Directors:
Ms. Yang Mian Mian (Chairman)
3/4
Mr. Cao Chun Hua 1/4
(resigned on 12 November 2009)
Mr. Cui Shao Hua (resigned on 19 April 2010) 4/4
Mr. Sun Jing Yan 2/4
Non-Executive Directors:
Mr. Wu Ke Song (Deputy Chairman)
1/4
(re-designated from an executive director
from 12 November 2009)
Mr. Liang Hai Shan 1/4
(re-designated from an executive director
from 12 November 2009)
INEDs:
Mr. Wu Yinong 4/4
Mr. Yu Hon To, David 4/4
Dr. Liu Xiao Feng 4/4
It is challenging to arrange the Board Meeting that fits in with the tight and
busy schedules of all the Directors. In particular, as certain of the executive
Directors devote considerable time and efforts to the management and
operation of the Group’s business, they were only able to attend some
of the Board Meetings in person and their attendance rate at the Board
Meetings were relatively low during the fiscal year of 2009. To enable all
the Directors to keep abreast of the Group’s latest development and to
discharge their duties properly, the Company Secretary briefed the Directors
on those matters transacted at the Board Meetings that they were unable
to attend. In addition, draft and final versions of the Board minutes are
sent to all Directors for their comments and records.