The Company is committed to establishing an efficient, orderly and transparent corporate governance mechanism, so as to benefit the corporate, shareholders and the society. Since its listing, the Company has been complying with the Code on Corporate Governance Practices, the Listing Rules and other relevant laws and regulations. It has implemented effective corporate governance policy and has strived to improve the corporate value, in order to ensure a sustainable development of the Company as well as to maximise shareholders' returns.
Corporate Structure
Code on Corporate Governance Practices
In the opinion of the directors, the Company has complied with the Code on Corporate Governance Practices set out in Appendix 14 of the Listing Rules during the six months ended 30 June 2006, except that the role of the chief executive officer of the Company has been assumed by Mr. Pang Baogen, the chairman of the Board, since the ex-chief executive officer of the Company resigned last year. Three general managers have been appointed to overseeing and managing the three main business activities (construction, property development and building materials) of the Group respectively, each of whom has partly shared the duty of the chief executive officer to which they manage. The Board believes that the current arrangement has installed a proper segregation of duties mechanism and adequately streamlined the responsibility well and a simple management structure can enhance the communication amongst staff at different levels as well as enable execution of new policies efficient. Therefore, the Board endorsed the position of chief executive officer to be assumed by the chairman of the Board. Nevertheless, the Board will regularly review the management structure to ensure that it meets the business development requirements of the Group.
Model Code for Securities Transactions by Directors
The Board has adopted the Model Code for Securities Transactions by Directors of Listed Issuers ("Model Code") contained in Appendix 10 of the Listing Rules as its own code of conduct regarding the securities transactions by the directors. Specific enquiry has been made by the Company, all directors have confirmed that they have compiled with the required standards set out in the Model Code throughout the six months ended 30 June 2006.
Nomination Committee
The Company has established a nomination committee at the board meeting held on 7 April 2006 in accordance with the provisions of the Code on Corporate Governance Practices. The nomination committee consists of two independent non-executive directors, Mr. Wang Youwei (Chairman) and Mr. Yi Deqing, and an executive director, Mr. Gao Jiming.
Remuneration Committee
The remuneration committee of the Company is responsible for determining the remuneration policy for the directors and senior management, assessing the performance of executive directors and approving the terms of executive directors' service contracts. The remuneration committee comprises two independent non-executive directors, Mr. Dennis Yin Ming Chan (Chairman) and Mr. Yi Deqing, and an executive director, Mr. Pang Baogen. The remuneration committee of the Company held one meeting during the period under review. All three members attended the meeting.
Audit Committee
The audit committee of the Company consists of three independent non-executive directors, Mr. Wang Youwei, Mr. Yi Deqing and Mr. Dennis Yin Ming Chan. Mr. Dennis Yin Ming Chan possesses professional accounting qualifications with extensive experience in financial management. The audit committee held two meetings during the period. All three members attended the two meetings. The audit committee has discussed the accounting policies as well as critical accounting estimates and assumptions with management, discussed with the auditors on the audit plan and key audit areas. The audit objectives and the scope of the internal audit department of the Group were also discussed. The interim results of the Group for the six months ended 30 June 2006 had been reviewed by the audit committee.
updated as per Interim Report 2006
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