notes to the financial statements - Investor Relations
notes to the financial statements - Investor Relations
notes to the financial statements - Investor Relations
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CORPORATE GOVERNANCE<br />
Annual Report 2011<br />
CWT Limited (CWT or <strong>the</strong> Company) believes in having high standards of corporate governance and is committed <strong>to</strong> making sure<br />
that effective self-regula<strong>to</strong>ry corporate practices exist <strong>to</strong> protect <strong>the</strong> interests of its shareholders and maximise long-term shareholder<br />
value.<br />
In its aim <strong>to</strong> achieve <strong>the</strong> best practices in corporate governance, CWT subscribes <strong>to</strong> <strong>the</strong> Proposed Revised Code of Corporate<br />
Governance (<strong>the</strong> Code) dated 22 November 2011, which forms a sound platform for supporting good governance and transparency<br />
practices.<br />
The Board is pleased <strong>to</strong> report that throughout <strong>the</strong> reporting period for <strong>the</strong> <strong>financial</strong> year ended 31 December 2011, CWT largely<br />
complied with <strong>the</strong> Code’s principles and guidelines. This statement outlines CWT’s corporate governance practices with specific<br />
reference <strong>to</strong> <strong>the</strong> principles and guidelines of <strong>the</strong> Code.<br />
BOARD MATTERS<br />
Board’s Conduct of Affairs (Principle 1)<br />
The Board charts <strong>the</strong> long-term strategic direction and oversees <strong>the</strong> business affairs of <strong>the</strong> CWT Group. It assumes responsibility for<br />
<strong>the</strong> Group’s overall strategic plans and key business initiatives, significant investments and major funding, and <strong>financial</strong> performance<br />
reviews and corporate governance practices. The Board also determines <strong>the</strong> compensation policies for Senior Management and<br />
moni<strong>to</strong>rs standards of performance and issue policy, both directly and through board committees, ensuring <strong>the</strong> Group’s compliance<br />
with all laws and regulations as may be relevant <strong>to</strong> <strong>the</strong> business.<br />
To support its role and assist in <strong>the</strong> execution of its responsibilities, <strong>the</strong> Board has established two board committees, namely, <strong>the</strong><br />
Nominating cum Remuneration Committee (NRC) and <strong>the</strong> Audit Committee (AC). The terms of reference and composition of each<br />
board committee are described in <strong>the</strong> respective section on Board Membership and Audit Committee.<br />
The Board meets regularly and holds at least four meetings a year, with ad-hoc meetings being convened when circumstances<br />
require. Meetings via teleconference are permitted by <strong>the</strong> Company’s Articles of Association (<strong>the</strong> Articles). The frequency of meeting<br />
and attendance of each Direc<strong>to</strong>r at every board and board committee meeting are hereby disclosed.<br />
No. of Board No. of Board No. of NRC No. of NRC No. of AC No. of AC<br />
Meetings Meetings Meetings Meetings Meetings Meetings<br />
Board of Direc<strong>to</strong>rs<br />
Held Attended Held Attended Held Attended<br />
Loi Kai Meng 6 6 2 2 N.A. N.A.<br />
Liao Chung Lik 6 6 N.A. N.A. 5 5<br />
Loi Pok Yen 6 6 N.A. N.A. N.A. N.A.<br />
Jimmy Yim Wing Kuen 6 6 2 2 5 5<br />
Hu Jian Ping 6 4 2 2 N.A. N.A.<br />
Tan Wee Liang 6 6 N.A. N.A. 5 5<br />
Note: N.A. de<strong>notes</strong> Not Applicable<br />
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