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 ATTENDANCE RECORD OF DIRECTORS AND COMMITTEE MEMBERS During the year ended 31 December 2012, the Board held 5 Board meetings. The attendance records of each Director at the meetings of the Board and Board Committees and the general meeting of the Company held during the year ended 31 December 2012 are set out below: Attendance / Number of Meetings Annual Nomination Remuneration Audit General Name of Director Board Committee Committee Committee Meeting Bruno Robert MERCIER 5/5 N/A N/A N/A 1/1 HUANG Ming-Tuan 5/5 N/A N/A N/A 1/1 CHENG Chuan-Tai 5/5 2/2 3/3 5/5 1/1 Benoit, Claude, Francois, Marie, Joseph LECLERCQ (1) 1/5 N/A N/A N/A N/A Philippe David BAROUKH 4/5 2/2 3/3 N/A 1/1 Xavier Marie Alain DELOM de MEZERAC 5/5 N/A N/A 5/5 1/1 Karen Yifen CHANG 5/5 2/2 3/3 5/5 0/1 Desmond MURRAY 5/5 2/2 3/3 5/5 1/1 HE Yi 4/5 1/2 2/3 4/5 0/1 Christopher Maurice Paule DUBRULLE (2) 4/5 N/A N/A N/A 1/1 Notes: (1) Mr Benoit, Claude, Francois, Marie, Joseph LECLERCQ was appointed as non-executive Director on 12 September 2012, the Company has held one board meeting after his appointment. (2) Mr Christopher Maurice Paule DUBRULLE resigned as non-executive Director on 12 September 2012, the Company has held one board meeting after his resignation. Code provision A.6.7 of the CG Code provides that the independent non-executive Directors and non-executive Directors should attend general meetings of the Company. Due to other prior business engagements, two independent non-executive directors were not able to attend the annual general meeting of the Company held on 18 May 2012 but the Chairman of the Audit Committee did. Apart from regular Board meetings, the Chairman also held a meeting with the non-executive Directors (including independent non-executive Directors) without the presence of executive Directors during the year. Sun Art Retail Group Limited Annual Report 2012 45
REPORT OF CORPORATE GOVERNANCE DIRECTORS’ RESPONSIBILiTY IN RESPECT OF THE FINANCIAL STATEMENTS The Directors acknowledge their responsibility for preparing the financial statements of the Company for the year ended 31 December 2012. The Directors are not aware of any material uncertainties relating to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern. The statement of the independent auditors of the Company about their reporting responsibilities on the financial statements is set out in the Independent Auditors’ Report on pages 49 to 50. AUDITORS’ REMUNERATION An analysis of the remuneration paid to the external auditors of the Company, KPMG, in respect of audit services and non-audit services for the year ended 31 December 2012 is shown on note 4(c) of the notes to the consolidated financial statements on page 78. INTERNAL CONTROLS The Board has processes in place to ensure the Company has an adequate system of internal control. This includes the Audit Committee receiving reports from Company’s internal audit department on the results of their work. The Board is responsible for maintaining an adequate internal control system to safeguard shareholder investments and Company assets and with the support of the Audit Committee, reviewing the effectiveness of such system on an annual basis. The internal control system of the Group is designed to facilitate effective and efficient operations, to ensure reliability of financial reporting and compliance with applicable laws and regulations, to identify and manage potential risks and to safeguard assets of the Group. The internal auditor reviews and evaluates the control process, monitors any risk factors on a regular basis, and reports to the Audit Committee on any findings and measures to address the variances and identified risks. COMPANY SECRETARY Ms HO Siu Pik of Tricor Services Limited, external service provider, has been engaged by the Company as its company secretary. Its primary contact persons at the Company are Mr Jean-Patrick PAUFICHET, Ms Edith Wang, Legal and Tax Director, and Mr Dave Bian, Legal Counsel, of the Company. The biographical details of Ms Ho is set out in the section of “Profiles of Directors and Senior Management” on page 21 of this report. During the year ended 31 December 2012, Ms Ho undertook not less than 15 hours of relevant professional trainings. 46 Sun Art Retail Group Limited Annual Report 2012
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REPORT OF CORPORATE GOVERNANCE<br />
DIRECTORS’ RESPONSIBILiTY IN RESPECT OF THE FINANCIAL STATEMENTS<br />
The Directors acknowledge their responsibility for preparing the financial statements of the Company for<br />
the year ended 31 December 2012.<br />
The Directors are not aware of any material uncertainties relating to events or conditions that may cast<br />
significant doubt upon the Company’s ability to continue as a going concern.<br />
The statement of the independent auditors of the Company about their reporting responsibilities on the<br />
financial statements is set out in the Independent Auditors’ Report on pages 49 to 50.<br />
AUDITORS’ REMUNERATION<br />
An analysis of the remuneration paid to the external auditors of the Company, KPMG, in respect of audit<br />
services and non-audit services for the year ended 31 December 2012 is shown on note 4(c) of the notes<br />
to the consolidated financial statements on page 78.<br />
INTERNAL CONTROLS<br />
The Board has processes in place to ensure the Company has an adequate system of internal control.<br />
This includes the Audit Committee receiving reports from Company’s internal audit department on the<br />
results of their work.<br />
The Board is responsible for maintaining an adequate internal control system to safeguard shareholder<br />
investments and Company assets and with the support of the Audit Committee, reviewing the effectiveness<br />
of such system on an annual basis.<br />
The internal control system of the <strong>Group</strong> is designed to facilitate effective and efficient operations, to<br />
ensure reliability of financial reporting and <strong>com</strong>pliance with applicable laws and regulations, to identify and<br />
manage potential risks and to safeguard assets of the <strong>Group</strong>. The internal auditor reviews and evaluates<br />
the control process, monitors any risk factors on a regular basis, and reports to the Audit Committee on<br />
any findings and measures to address the variances and identified risks.<br />
COMPANY SECRETARY<br />
Ms HO Siu Pik of Tricor Services <strong>Limited</strong>, external service provider, has been engaged by the Company<br />
as its <strong>com</strong>pany secretary. Its primary contact persons at the Company are Mr Jean-Patrick PAUFICHET,<br />
Ms Edith Wang, Legal and Tax Director, and Mr Dave Bian, Legal Counsel, of the Company.<br />
The biographical details of Ms Ho is set out in the section of “Profiles of Directors and Senior Management”<br />
on page 21 of this report. During the year ended 31 December 2012, Ms Ho undertook not less than 15<br />
hours of relevant professional trainings.<br />
46<br />
<strong>Sun</strong> <strong>Art</strong> <strong>Retail</strong> <strong>Group</strong> <strong>Limited</strong><br />
Annual Report 2012
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