Annual Report - QuamIR
Annual Report - QuamIR Annual Report - QuamIR
Report of the Directors (Continued) Purchase, Sale or Redemption of the Company’s Listed Securities During the year ended 31 December 2011, neither the Company nor its subsidiaries purchased, sold or redeemed any of the Company’s listed securities. Corporate Governance The Company’s corporate governance practices are set out in the Corporate Governance Report on pages 14 to 25. Model Code for Securities Transactions by Directors The Company has adopted the Model Code as its own code of conduct regarding Directors’ securities transactions. Specified employees who are likely to be in possession of unpublished price-sensitive information of the Group are also subject to compliance with guidelines on no less exacting terms than the Model Code. A Code for Securities Dealings by Employees has also been adopted in this regard. Retirement Benefits Schemes Information on the Group’s retirement benefits schemes is set out in note 11a to the consolidated financial statements. Sufficiency of Public Float Based on the information that is publicly available to the Company and within the knowledge of the Directors, as at the date of this report, there is sufficient public float of more than 25% of the Company’s issued shares as required under the Listing Rules. Review of the Audited Financial Statements by Audit Committee The audit committee of the Company comprises four independent nonexecutive directors with written terms of reference in accordance with the requirements of the Listing Rules, and reports to the Board. The audit committee has reviewed the audited consolidated financial statements for the year ended 31 December 2011. 14 25 11a 25% 66 HKC (Holdings) Limited • Annual Report 2011
Report of the Directors (Continued) Auditor The consolidated financial statements for the year have been audited by PricewaterhouseCoopers who retire and, being eligible, offer themselves for reappointment. A resolution for the reappointment of PricewaterhouseCoopers as auditor of the Company is to be proposed at the forthcoming annual general meeting. Update on Directors’ Information Pursuant to Rule 13.51B(1) of the Listing Rules, changes in the information of the Directors since the date of the 2011 Interim Report are set out below: Mr. FAN Yan Hok, Philip (Independent Non-executive Director) On 1 December, 2011, Mr. FAN was appointed as an independent director of Goodman Group, which is listed on the Australian Securities Exchange. Mr. CHUNG Cho Yee, Mico (Independent Nonexecutive Director) Mr. CHUNG was appointed as a non-executive director of HKT Limited and HKT Management Limited (in its capacity as the trustee — manager of the HKT Trust) on 11 November 2011. Mr. CHUNG resigned as a non-executive director of PCCW Limited, a company listed on the Hong Kong Stock Exchange on 29 November 2011. 13.51B(1) Goodman Group By Order of the Board HKC (HOLDINGS) LIMITED CHANG Li Hsien, Leslie Executive Director and Chief Executive Officer Hong Kong, 22 March 2012 • 67
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<strong>Report</strong> of the Directors (Continued)<br />
<br />
Auditor<br />
The consolidated financial statements for the year have been audited by<br />
PricewaterhouseCoopers who retire and, being eligible, offer themselves for<br />
reappointment. A resolution for the reappointment of PricewaterhouseCoopers as<br />
auditor of the Company is to be proposed at the forthcoming annual general meeting.<br />
Update on Directors’ Information<br />
Pursuant to Rule 13.51B(1) of the Listing Rules, changes in the information of<br />
the Directors since the date of the 2011 Interim <strong>Report</strong> are set out below:<br />
Mr. FAN Yan Hok, Philip (Independent Non-executive<br />
Director)<br />
On 1 December, 2011, Mr. FAN was appointed as an independent director of<br />
Goodman Group, which is listed on the Australian Securities Exchange.<br />
Mr. CHUNG Cho Yee, Mico (Independent Nonexecutive<br />
Director)<br />
Mr. CHUNG was appointed as a non-executive director of HKT Limited and<br />
HKT Management Limited (in its capacity as the trustee — manager of the<br />
HKT Trust) on 11 November 2011. Mr. CHUNG resigned as a non-executive<br />
director of PCCW Limited, a company listed on the Hong Kong Stock<br />
Exchange on 29 November 2011.<br />
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13.51B(1)<br />
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Goodman Group<br />
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By Order of the Board<br />
HKC (HOLDINGS) LIMITED<br />
CHANG Li Hsien, Leslie<br />
Executive Director and Chief Executive Officer<br />
<br />
<br />
<br />
<br />
Hong Kong, 22 March 2012<br />
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•<br />
67
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