Sun Art Retail Group Limited - TodayIR.com
Sun Art Retail Group Limited - TodayIR.com Sun Art Retail Group Limited - TodayIR.com
REPORT OF DIRECTORS Independent non-executive directors: Karen Yifen CHANG (Appointed on 27 June 2011) Desmond MURRAY (Appointed on 27 June 2011) HE Yi (Appointed on 27 June 2011) Directors resigned during the financial year ended 31 December 2012 Christophe Maurice Paule Marie Joseph DUBRULLE (Appointed on 8 February 2001 and resigned on 12 September 2012) (Bruno Robert MERCIER, Philippe David BAROUKH, and Xavier Marie Alain DELOM de MEZERAC as his alternates, all appointed on 13 May 2011 and resigned on 12 September 2012) Biographies of the Directors as at the date of this annual report are set forth in the section headed “Profiles of Directors and Senior Management” of this report. In accordance with the Articles of Association, Mr Bruno Robert MERCIER, Mr Benoit, Claude, Francois, Marie, Joseph LECLERCQ, Mr Philippe David BAROUKH and Mr Xavier Marie Alain DELOM de MEZERAC will retire as Directors and, being eligible, have offered themselves to be re-elected and re-appointed at the forthcoming AGM. The Company has received annual confirmation of independence from each of the existing independent non-executive Directors in accordance with Rule 3.13 of the Listing Rules. The Company considers that all of the independent non-executive Directors are independent in accordance with the Listing Rules. Directors Service Contracts Each of the independent non-executive Directors of the Company is appointed for a specific term of three years and shall be subject to retirement by rotation at least once every three years. The Company will enter into a service agreement with each of executive and non-executive Directors with a term within three years from the relevant effective date. There was no service contract entered by the Company and any Directors which is not determinable by the Company within one year without payment of compensation, other than statutory compensation. Director’s Interests in Contracts Other than those transactions disclosed in Note 26(c) to the consolidated financial statements and in the section headed “Connected Transactions” below, there was no other significant contract to which the Company or any member of the Group was a party and in which the Directors possessed direct or indirect substantial interests, subsisted during or at the end of the year. Sun Art Retail Group Limited Annual Report 2012 25
REPORT OF DIRECTORS Directors’ Interests and Short Positions in Shares, Underlying Shares and Debentures As at 31 December 2012, the interest or short position of the Directors or chief executives of the Company in the shares, underlying shares and debentures of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”) required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest and/or short positions which they were taken or deemed to have under such provisions of the SFO) or which were required to be notified to the Company and the Stock Exchange, pursuant to section 352 of the SFO, to be entered in the register, or which were required, pursuant to Model Code for Securities Transactions by Directors of Listed Companies as set out in the Appendix 10 to the Listing Rules (the “Model Code”), are as follows:– Name of director/ chief executive Name of Corporation Nature of Interest Total number of shares (1) Approximate percentage shareholding of the relevant entity Bruno Robert MERCIER Groupe Auchan S.A. (2) Beneficial owner 4,734 (3) 0.0149% 116,834,074 (L) 1.2247% HUANG Ming-Tuan Company Beneficial owner, corporation (4) interest of spouse and interest in a controlled CHENG Chuan-Tai Company Beneficial owner 6,000,000 (L) 0.0628% Philippe David BAROUKH Groupe Auchan S.A. (2) Beneficial owner 1,127 (5) 0.0035% 1,543 (6) 0.0048% 6,783 (7) 0.0214% 1,498 (8) 0.0047% Xavier Marie Alain Groupe Auchan S.A. (2) Beneficial owner 622 (L) (9) 0.0019% DELOM DE MEZERAC 894 (10) 0.0028% 563 (11) 0.0017% 4,070 (12) 0.0128% 772 (13) 0.0024% 26 Sun Art Retail Group Limited Annual Report 2012
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REPORT OF DIRECTORS<br />
Independent non-executive directors:<br />
Karen Yifen CHANG (Appointed on 27 June 2011)<br />
Desmond MURRAY (Appointed on 27 June 2011)<br />
HE Yi (Appointed on 27 June 2011)<br />
Directors resigned during the financial year ended 31 December 2012<br />
Christophe Maurice Paule Marie Joseph DUBRULLE (Appointed on 8 February 2001 and<br />
resigned on 12 September 2012) (Bruno Robert MERCIER, Philippe David BAROUKH,<br />
and Xavier Marie Alain DELOM de MEZERAC as his alternates, all appointed on 13 May 2011 and<br />
resigned on 12 September 2012)<br />
Biographies of the Directors as at the date of this annual report are set forth in the section headed “Profiles<br />
of Directors and Senior Management” of this report.<br />
In accordance with the <strong>Art</strong>icles of Association, Mr Bruno Robert MERCIER, Mr Benoit, Claude, Francois,<br />
Marie, Joseph LECLERCQ, Mr Philippe David BAROUKH and Mr Xavier Marie Alain DELOM de MEZERAC<br />
will retire as Directors and, being eligible, have offered themselves to be re-elected and re-appointed at<br />
the forth<strong>com</strong>ing AGM.<br />
The Company has received annual confirmation of independence from each of the existing independent<br />
non-executive Directors in accordance with Rule 3.13 of the Listing Rules. The Company considers that<br />
all of the independent non-executive Directors are independent in accordance with the Listing Rules.<br />
Directors Service Contracts<br />
Each of the independent non-executive Directors of the Company is appointed for a specific term of three<br />
years and shall be subject to retirement by rotation at least once every three years.<br />
The Company will enter into a service agreement with each of executive and non-executive Directors with<br />
a term within three years from the relevant effective date.<br />
There was no service contract entered by the Company and any Directors which is not determinable<br />
by the Company within one year without payment of <strong>com</strong>pensation, other than statutory <strong>com</strong>pensation.<br />
Director’s Interests in Contracts<br />
Other than those transactions disclosed in Note 26(c) to the consolidated financial statements and in<br />
the section headed “Connected Transactions” below, there was no other significant contract to which<br />
the Company or any member of the <strong>Group</strong> was a party and in which the Directors possessed direct or<br />
indirect substantial interests, subsisted during or at the end of the year.<br />
<strong>Sun</strong> <strong>Art</strong> <strong>Retail</strong> <strong>Group</strong> <strong>Limited</strong><br />
Annual Report 2012<br />
25
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