Sun Art Retail Group Limited - TodayIR.com
Sun Art Retail Group Limited - TodayIR.com
Sun Art Retail Group Limited - TodayIR.com
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REPORT OF CORPORATE GOVERNANCE<br />
Independent non-executive Directors:<br />
Karen Yifen CHANG<br />
Desmond MURRAY<br />
HE Yi<br />
The biographical information of the Directors are set out in the section headed “Profiles of Directors and<br />
Senior Management” on pages 17 to 21 of the annual report for the year ended 31 December 2012.<br />
None of the members of the Board are related to one another.<br />
Chairman and Chief Executive Officer<br />
The positions of Chairman and Chief Executive Officer are held by Mr CHENG Chuan-Tai and Mr Bruno<br />
Robert MERCIER respectively. The Chairman provides leadership and is responsible for the effective<br />
functioning and leadership of the Board. The Chief Executive Officer focuses on the Company’s business<br />
development and daily management and operations generally. Their respective responsibilities are clearly<br />
defined and set out in writing.<br />
Independent Non-executive Directors<br />
During the year ended 31 December 2012, the Board at all times met the requirements of the Listing Rules<br />
relating to the appointment of at least three independent non-executive Directors representing one-third<br />
of the Board with at least one of whom possessing appropriate professional qualifications or accounting<br />
or related financial management expertise.<br />
The Company has received written annual confirmation from each of the independent non-executive<br />
Directors in respect of his/her independence in accordance with the independence guidelines set out in<br />
Rule 3.13 of the Listing Rules. The Company is of the view that all independent non-executive Directors<br />
are independent.<br />
Non-executive Directors and Directors’ Re-election<br />
Code provision A.4.1 of the CG Code stipulates that non-executive Directors shall be appointed for a<br />
specific term, subject to re-election, and that every director, including those appointed for a specific term,<br />
shall be subject to retirement by rotation and re-election at the annual general meeting in accordance<br />
with the <strong>Art</strong>icles of Association of the Company, at least once every three years.<br />
Each of the non-executive Directors of the Company is appointed for a specific terms of three years and<br />
is subject to retirement by rotation once every three years.<br />
40<br />
<strong>Sun</strong> <strong>Art</strong> <strong>Retail</strong> <strong>Group</strong> <strong>Limited</strong><br />
Annual Report 2012