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InductionProgrammersforDirectors
Newly appointed directors will be provided with a set of comprehensive introduction materials, covering brief introduction to the Dongfeng Motor Group’s business, directors’ responsibilities and other legal requirements. On 9 October 2007, the Company organised a special internal training programme for newly appointed directors, with a view to familiarising them with the rules and regulatory provisions and their continuing obligations of being a director before they assumed their duties. In 2007, the Company Secretariat prepared 24 issues of newsletters for directors and supervisors, providing them with the latest market news and the Company’s information. In 2007, the Company also arranged annual work reporting, and investment and financing work reporting, and organised site visits to the relevant units and business sectors for directors.
By providing them with information and arranging work reporting, site visits and professional trainings, all directors, especially the independent non-executive directors, will be kept informed of the business development, competition and regulatory environments as well as the industry in which the Company operates, which will help the directors to understand their responsibilities, make correct decisions and carry out effective supervision.
RemunerationofDirectors
The Board has set up a Remuneration Committee which consists of one executive director and two independent non-executive directors. The duties of the Remuneration Committee include formulating and reviewing the remuneration policies and plans for the directors and members of the senior management of the Company.
Other than the three independent non-executive directors of the Company who are entitled to remuneration, all other directors do not receive remuneration of directors from the Company. The executive directors receive management remuneration from the Company and the remuneration of the independent non-executive directors is determined with reference to the average market level and the actual condition of the Company.
During the year, the remuneration paid to each of the three independent non-executive directors
by the Company was RMB120,000 after tax per annum. Apart from the remuneration, the independent non-executive directors have not received any other emoluments from the Company.
Directors’SecuritiesTransactions
After specific enquiry of all directors by the Company, all directors have confirmed that they have fully complied with the Model Code for Securities Transactions by Directors as set out in Appendix
10 to the Listing Rules throughout the year of 2007.
2007 Annual Report
ii. Board Meeting
Six board meetings were held by the Company in 2007 (“Board Meetings”) and the major matters covered were as follows:
• to consider and approve the annual and interim reports;
• to consider and approve the annual and interim financial reports and the report of the Board
of Directors;
• to amend the Articles of Association;
• to elect the chairman of the Board of Directors and set up a new session of the special
Committees of the Board;
• to formulate directors’ remuneration proposals;
• to re-appoint the international auditors and domestic auditors;
• to consider and approve the issue of short-term debentures to improve the debt structure and reduce the finance costs of the Company.
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