Sun Art Retail Group Limited - TodayIR.com
Sun Art Retail Group Limited - TodayIR.com Sun Art Retail Group Limited - TodayIR.com
REPORT OF CORPORATE GOVERNANCE Responsibilities, Accountabilities and Contributions of the Board and Management The Board is responsible for leadership and control of the Company and oversees the Group’s businesses, strategic decisions and performance and is collectively responsible for promoting the success of the Company by directing and supervising its affairs. Directors of the Board make decisions objectively in the interests of the Company. All Directors, including non-executive Directors and independent non-executive Directors, have brought a wide spectrum of valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning. All Directors have full and timely access to all the information of the Company as well as the services and advice from the company secretary and senior management. The Directors may, upon request, seek independent professional advice in appropriate circumstances, at the Company’s expenses for discharging their duties to the Company. The Board reserves for its decision all major matters relating to policy matters, strategies and budgets, internal control and risk management, material transactions (in particular those that may involve conflict of interests), financial information, appointment of directors and other significant operational matters of the Company. Responsibilities relating to implementing decisions of the Board, directing and coordinating the daily operation and management of the Company are delegated to the management. Continuous Professional Development of Directors Directors keep abreast of responsibilities as a director of the Company and of the conduct, business activities and development of the Company. Every newly appointed director will receive formal, comprehensive and tailored induction on the first occasion of his/her appointment to ensure appropriate understanding of the business and operations of the Company and full awareness of director’s responsibilities and obligations under the Listing Rules and relevant statutory requirements. Directors should participate in appropriate continuous professional development to develop and refresh their knowledge and skills to ensure that their contribution to the Board remains informed and relevant. Internally-facilitated briefings for directors will be arranged and reading material on relevant topics will be issued to directors where appropriate. All Directors are encouraged to attend relevant training courses at the Company’s expenses. Sun Art Retail Group Limited Annual Report 2012 41
REPORT OF CORPORATE GOVERNANCE During the year ended 31 December 2012, the Company organized a training session conducted by the lawyer for all directors on the statutory disclosure obligations for listed companies in Hong Kong. The Board is also encouraged to participate in continuous professional development in form of seminars arranged by professional institutions/professional firms and reading materials on relevant topics. A summary of continuous professional development received by Directors for the year ended 31 December 2012 according to the records provided by the Directors is as follows: Directors Type of Continuous Professional Development In-house trainings Reading coordinated by Seminars and books and the Company Trainings articles etc Executive Directors Bruno Robert MERCIER √ √ √ HUANG Ming-Tuan √ √ √ Non-executive Directors CHENG Chuan-Tai √ √ Benoit, Claude, Francois, Marie, Joseph LECLERCQ √ Philippe David BAROUKH √ √ Xavier Marie Alain DELOM de MEZERAC √ √ Independent non-executive Directors Karen Yifen CHANG √ √ Desmond MURRAY √ √ √ HE Yi √ BOARD COMMITTEES The Board has established five committees, namely, the Audit Committee, Remuneration Committee, Nomination Committee, Investment Committee and Operations Committee, for overseeing particular aspects of the Company’s affairs. All Board committees of the Company are established with defined written terms of reference which are posted on the Company’s website and the Stock Exchange’s website and are available to shareholders upon request, except those for the Operations Committee and Investment Committee. The majority of the members of the Audit Committee, Remuneration Committee and Nomination Committee are independent non-executive Directors and the list of the chairman and members of each of the Audit Committee, Remuneration Committee and Nomination Committee is set out under “Corporate Information” on page 2. 42 Sun Art Retail Group Limited Annual Report 2012
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REPORT OF CORPORATE GOVERNANCE<br />
Responsibilities, Accountabilities and Contributions of the Board and Management<br />
The Board is responsible for leadership and control of the Company and oversees the <strong>Group</strong>’s businesses,<br />
strategic decisions and performance and is collectively responsible for promoting the success of the<br />
Company by directing and supervising its affairs. Directors of the Board make decisions objectively in<br />
the interests of the Company.<br />
All Directors, including non-executive Directors and independent non-executive Directors, have brought<br />
a wide spectrum of valuable business experience, knowledge and professionalism to the Board for its<br />
efficient and effective functioning.<br />
All Directors have full and timely access to all the information of the Company as well as the services<br />
and advice from the <strong>com</strong>pany secretary and senior management. The Directors may, upon request,<br />
seek independent professional advice in appropriate circumstances, at the Company’s expenses for<br />
discharging their duties to the Company.<br />
The Board reserves for its decision all major matters relating to policy matters, strategies and budgets,<br />
internal control and risk management, material transactions (in particular those that may involve conflict<br />
of interests), financial information, appointment of directors and other significant operational matters of<br />
the Company. Responsibilities relating to implementing decisions of the Board, directing and coordinating<br />
the daily operation and management of the Company are delegated to the management.<br />
Continuous Professional Development of Directors<br />
Directors keep abreast of responsibilities as a director of the Company and of the conduct, business<br />
activities and development of the Company.<br />
Every newly appointed director will receive formal, <strong>com</strong>prehensive and tailored induction on the first<br />
occasion of his/her appointment to ensure appropriate understanding of the business and operations<br />
of the Company and full awareness of director’s responsibilities and obligations under the Listing Rules<br />
and relevant statutory requirements.<br />
Directors should participate in appropriate continuous professional development to develop and refresh<br />
their knowledge and skills to ensure that their contribution to the Board remains informed and relevant.<br />
Internally-facilitated briefings for directors will be arranged and reading material on relevant topics will be<br />
issued to directors where appropriate. All Directors are encouraged to attend relevant training courses<br />
at the Company’s expenses.<br />
<strong>Sun</strong> <strong>Art</strong> <strong>Retail</strong> <strong>Group</strong> <strong>Limited</strong><br />
Annual Report 2012<br />
41