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 Audit Committee The roles and functions of the Audit Committee are set out in its terms of reference. The primary duties of the Audit Committee are to assist the Board in overseeing and reviewing (i) the effectiveness of the Company’s internal control, risk management system and regulatory compliance of the Group; (ii) the balance, transparency and integrity of the Company’s financial statements and application of financial reporting principle; (iii) the relationship with the external auditors by reference to the work performed by the auditors, their fees and terms of engagement, and make recommendation to the Board on the appointment, re-appointment and removal of external auditors and (iv) the internal audit function. Code provision C.3.7(a) provides that the terms of reference of the audit committee should require it to review arrangements employees of the issuer can use in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters. The audit committee should ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action. The Company had not established any formal arrangement for employees to raise concern about possible improprieties in financial reporting, internal control or other matters. In practice, employees have direct access to our internal auditor via either an anonymous hotline or a mailbox. In addition, they have direct access by email to the executive Directors and the senior management. The Directors regularly receive and review monthly financial reports. The Directors, through the Audit Committee, meet quarterly with the Group’s internal audit function, whose main responsibility is to review the internal control system of the Group. The Directors consider that the lack of such arrangements will not have a material effect on the functions of financial reporting, internal control or other related matters. The internal auditors, the Audit Committee and the Board will discuss the proper actions to deal with any issue reported from any employee about improprieties in financial reporting, internal control and other matters. The Audit Committee held five meetings to review interim and annual financial results and reports in respect of the year ended 31 December 2012 and significant issues on the financial reporting and compliance procedures, internal control and risk management systems, scope of work and appointment of external auditors, connected transactions. The Audit Committee also met the external auditors twice without the presence of the executive Directors. Sun Art Retail Group Limited Annual Report 2012 43
REPORT OF CORPORATE GOVERNANCE Remuneration Committee The primary functions of the Remuneration Committee include reviewing and making recommendations to the Board on the remuneration packages of individual executive Directors and senior management, determining the remuneration policy and structure for all directors and senior management; assessing performance of executive Directors; approving the terms of executive Directors’ service contracts and establishing transparent procedures for developing such remuneration policy and structure to ensure that no director or any of his/her associates will participate in deciding his/her own remuneration. During the year ended 31 December 2012, the Remuneration Committee held three meetings to review and make recommendation to the Board on the remuneration policy and structure of the Company, and the remuneration packages of the executive Directors and other related matters. Nomination Committee The principal duties of the Nomination Committee include reviewing the Board composition, developing and formulating relevant procedures for the nomination and appointment of directors, making recommendations to the Board on the appointment and succession planning of directors, and assessing the independence of independent non-executive Directors. The Nomination Committee has adopted a set of nomination procedures for selection of candidates for directorship of the Company by making reference to the skills, experience, professional knowledge and time commitments of such individuals, the Company’s needs and other relevant statutory requirements and regulations. External recruitment professionals might be engaged to carry out selection process when necessary. During the year ended 31 December 2012, the Nomination Committee held two meetings to review the structure, size and composition of the Board and the independence of the independent non-executive Directors, and to consider the qualifications of the retiring directors standing for election at the AGM. Corporate Governance Functions The Board is responsible for performing the functions set out in the code provision D.3.1 of the CG Code. The Board reviewed the Company’s corporate governance policies and practices, training and continuous professional development of directors and senior management, the Company’s policies and practices on compliance with legal and regulatory requirements, the compliance of the Model Code, and the Company’s compliance with the CG Code and disclosure in this Corporate Governance Report. 44 Sun Art Retail Group Limited Annual Report 2012
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REPORT OF CORPORATE GOVERNANCE<br />
Remuneration Committee<br />
The primary functions of the Remuneration Committee include reviewing and making re<strong>com</strong>mendations<br />
to the Board on the remuneration packages of individual executive Directors and senior management,<br />
determining the remuneration policy and structure for all directors and senior management; assessing<br />
performance of executive Directors; approving the terms of executive Directors’ service contracts and<br />
establishing transparent procedures for developing such remuneration policy and structure to ensure that<br />
no director or any of his/her associates will participate in deciding his/her own remuneration.<br />
During the year ended 31 December 2012, the Remuneration Committee held three meetings to review<br />
and make re<strong>com</strong>mendation to the Board on the remuneration policy and structure of the Company, and<br />
the remuneration packages of the executive Directors and other related matters.<br />
Nomination Committee<br />
The principal duties of the Nomination Committee include reviewing the Board <strong>com</strong>position, developing and<br />
formulating relevant procedures for the nomination and appointment of directors, making re<strong>com</strong>mendations<br />
to the Board on the appointment and succession planning of directors, and assessing the independence<br />
of independent non-executive Directors.<br />
The Nomination Committee has adopted a set of nomination procedures for selection of candidates for<br />
directorship of the Company by making reference to the skills, experience, professional knowledge and<br />
time <strong>com</strong>mitments of such individuals, the Company’s needs and other relevant statutory requirements<br />
and regulations. External recruitment professionals might be engaged to carry out selection process<br />
when necessary.<br />
During the year ended 31 December 2012, the Nomination Committee held two meetings to review the<br />
structure, size and <strong>com</strong>position of the Board and the independence of the independent non-executive<br />
Directors, and to consider the qualifications of the retiring directors standing for election at the AGM.<br />
Corporate Governance Functions<br />
The Board is responsible for performing the functions set out in the code provision D.3.1 of the CG Code.<br />
The Board reviewed the Company’s corporate governance policies and practices, training and continuous<br />
professional development of directors and senior management, the Company’s policies and practices on<br />
<strong>com</strong>pliance with legal and regulatory requirements, the <strong>com</strong>pliance of the Model Code, and the Company’s<br />
<strong>com</strong>pliance with the CG Code and disclosure in this Corporate Governance Report.<br />
44<br />
<strong>Sun</strong> <strong>Art</strong> <strong>Retail</strong> <strong>Group</strong> <strong>Limited</strong><br />
Annual Report 2012
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