Annual Report 2007

Annual Report 2007 年報 Corporate Governance Report 企業管治報告 41 The Directors recognise the importance of incorporating elements of good corporate governance in the management structures and internal control procedures of the Group so as to achieve effective accountability and to maximise the shareholders’ benefits. Code on Corporate Governance Practices The Group has throughout the year adopted and complied with the code provision set out in the Code on Corporate Governance Practices contained in Appendix 14 of the Listing Rules (the “CG Code”) that regulates the functions and responsibilities of shareholders, Directors, management and staff and has made arrangement for the convening of general meetings and their process, meetings of Board of Directors and meetings of the committees of the Board of Directors. The CG Code also provides the remunerations of the Directors and Senior Management, internal control procedures, the appointment of external auditors, and financial reporting and financial management. The Group has also appointed a qualified accountant to oversee the financial reporting procedures and internal controls of the Group so as to ensure compliance with the Listing Rules. In addition, the Audit Committee has performed an internal control review regularly. To further enhance the Group’s corporate governance and its transparency, the Company has established the Remuneration Committee. The Board Board Functions The Board is responsible for the promotion of the success of the Company by directing and guiding its affairs in an accountable and effective manner. Board members have a duty to act in good faith, with due diligence and care, and in the best interests of the company and its shareholders. 董事深信本集團的管理架構及內部監控程式必 須具備優良的企業管治元素，方可促成有效問 責，提升股東利益。 企業管治常規守則 本集團已採用及遵照上市規則附錄 14 所載企業 管治常規守則（「企業管治守則」）的守則條文。 該等條文包括規範股東、董事、管理層及僱員 的職責，訂有召開股東大會與所涉程式、董事 會會議與董事委員會會議的安排。企業管治守 則亦規管董事與管理層薪酬、內部監控程式、 委任外聘核數師及財務報告與財務管理。 本集團亦已委任合資格會計師監察本集團的財 務申報程式及內部監控，確保符合上市規則的 規定。此外，審核委員會亦會定期檢討內部監 控。 為進一步提升本集團的企業管治及透明度，本 公司已設立薪酬委員會。 董事會 董事會職能 董事會負責以盡責有效方式管理及督導業務， 助本公司業務更進一步。董事會成員有責任真 誠、勤勉及審慎工作，維護本公司及股東最佳 利益。