Sun Art Retail Group Limited - TodayIR.com

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REPORT OF CORPORATE GOVERNANCE The board of directors (the “Board”) of the Company is pleased to present this Corporate Governance Report in the Group’s Annual Report for the year ended 31 December 2012. COrPORATE GOVERNanCE The Group has committed to maintaining high corporate governance standards to safeguard the interests of shareholders and to enhance corporate value and accountability. The Company has devised its own Corporate Governance and Compliance Manual which incorporates all the principles and practices as set out in the Corporate Governance Code (as in effect from time to time, the “CG Code”) contained in Appendix 14 of the Listing Rules. The Company reviews regularly its organizational structure to ensure operations are corresponding with the good corporate governance practices as set out in the CG Code and aligned with the latest developments. In the opinion of the Board, the Company has complied with all the principles as set out in the CG Code for the year ended 31 December 2012 save and except for provisions A.6.7 and C.3.7(a), details of which will be set out below. DIRECTORS’ SECURITIES TRANSACTIONS The Company has adopted the Company Code by Directors and relevant employees on terms no less exacting than the Model Code as set out in Appendix 10 to the Listing Rules. Specific enquiry has been made of all the directors and the directors have confirmed that they have complied with the Model Code and the Company Code throughout the year ended 31 December 2012. BOARD OF DIRECTORS The Board currently comprises nine Directors, consisting of two executive Directors, four non-executive Director and three independent non-executive Directors. The composition of the Board is set out below: Executive Directors: Bruno Robert MERCIER, Chief Executive Officer HUANG Ming-Tuan Non-executive Directors: CHENG Chuan-Tai, Chairman Benoit, Claude, Francois, Marie, Joseph LECLERCQ Philippe David BAROUKH Xavier Marie Alain DELOM de MEZERAC Sun Art Retail Group Limited Annual Report 2012 39
REPORT OF CORPORATE GOVERNANCE Independent non-executive Directors: Karen Yifen CHANG Desmond MURRAY HE Yi The biographical information of the Directors are set out in the section headed “Profiles of Directors and Senior Management” on pages 17 to 21 of the annual report for the year ended 31 December 2012. None of the members of the Board are related to one another. Chairman and Chief Executive Officer The positions of Chairman and Chief Executive Officer are held by Mr CHENG Chuan-Tai and Mr Bruno Robert MERCIER respectively. The Chairman provides leadership and is responsible for the effective functioning and leadership of the Board. The Chief Executive Officer focuses on the Company’s business development and daily management and operations generally. Their respective responsibilities are clearly defined and set out in writing. Independent Non-executive Directors During the year ended 31 December 2012, the Board at all times met the requirements of the Listing Rules relating to the appointment of at least three independent non-executive Directors representing one-third of the Board with at least one of whom possessing appropriate professional qualifications or accounting or related financial management expertise. The Company has received written annual confirmation from each of the independent non-executive Directors in respect of his/her independence in accordance with the independence guidelines set out in Rule 3.13 of the Listing Rules. The Company is of the view that all independent non-executive Directors are independent. Non-executive Directors and Directors’ Re-election Code provision A.4.1 of the CG Code stipulates that non-executive Directors shall be appointed for a specific term, subject to re-election, and that every director, including those appointed for a specific term, shall be subject to retirement by rotation and re-election at the annual general meeting in accordance with the Articles of Association of the Company, at least once every three years. Each of the non-executive Directors of the Company is appointed for a specific terms of three years and is subject to retirement by rotation once every three years. 40 Sun Art Retail Group Limited Annual Report 2012
Page 1 and 2: Sun Art Retail Group Limited (Incor
Page 3 and 4: CORPORATE INFORMATION DIRECTORS Exe
Page 5 and 6: CHAIRMAN’S STATEMENT Dear Shareho
Page 7 and 8: CHIEF EXECUTIVE OFFICER’S STATEME
Page 9 and 10: MANAGEMENT DISCUSSION AND ANALYSIS
Page 19 and 20: PROFILES OF DIRECTORS AND SENIOR MA
Page 21 and 22: PROFILES OF DIRECTORS AND SENIOR MA
Page 23 and 24: REPORT OF DIRECTORS The directors o
Page 25 and 26: REPORT OF DIRECTORS Purchase, Sale
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Page 29 and 30: REPORT OF DIRECTORS (7) This repres
Page 31 and 32: REPORT OF DIRECTORS Notes: (1) The
Page 33 and 34: REPORT OF DIRECTORS Under the terms
Page 35 and 36: REPORT OF DIRECTORS Audit Committee
Page 37 and 38: RISK FACTORS • potential growth o
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Page 51 and 52: Independent Auditor’s Report Opin
Page 53 and 54: CONSOLIDATED STATEMENT OF FINANCIAL
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FINANCIAL SUMMARY A summary of the
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