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In 2007, the First Session of the Second Board of Directors re-elected the members of the Special Committees. The Audit Committee include Sun Shuyi, Ng Lin-fung and Ouyang Jie, of which Sun Shuyi and Ng Lin-fung are independent non-executive directors with expertise and experience
in financial management. The Remuneration Committee include Yang Xianzu, Ng Lin-fung and Li
Shaozhu, of which Yang Xianzu and Ng Lin-fung are independent non-executive directors.
AttendanceofmembersofeachSpecialCommittee(Attendance/NumberofMeetings)
| Name |
Position |
Audit Committee |
Remuneration Committee |
|
| Li Shaozhu |
Executive Director |
|
2/2 |
| Ouyang Jie |
Non-executive Director |
2/2 |
|
| Sun Shuyi |
Independent Non-executive Director |
2/2 |
|
| Ng Lin-fung |
Independent Non-executive Director |
2/2 |
2/2 |
| Yang Xianzu |
Independent Non-executive Director |
|
2/2 |
|
(3) Internal Control Mechanisms
i. Supervisors and Supervisory Committee
On 9 October 2007, the members of the Company’s Supervisory Committee were re-elected to be members of the Second Session of the Supervisory Committee by shareholders at an extraordinary general meeting, with a term of office expiring on 9 October 2010. The Supervisory Committee of the Company consists of eight supervisors, of which seven of which are shareholders’ representatives (including two independent supervisors) and the remaining one is employees’ representative. The size and composition of the Company’s Supervisory Committee are in compliance with the requirements of the relevant laws and regulations.
Two Supervisory Committee meetings were held during 2007 and the attendance rate (in person or by proxy of other supervisors) was 100%. The Supervisory Committee supervised the Company’s financial matters and the legality and compliance of rules and regulations by the directors and senior management during their performance of duty. The Supervisory Committee’s members attended all Board Meetings and diligently performed their supervisory duties.
ii. Internal Controls
The Board of Directors is responsible for establishing and maintaining an internal control system of the Company to protect shareholders’ interest and to safeguard the Group’s assets by reviewing the effectiveness of major control procedures for financial, operational, compliance and risk management matters. Review work includes evaluation of internal controls by the Company’s audit department and the reports by the external auditors setting out issues identified during their statutory audit.
During the year, the Board of Directors thoroughly reviewed the effectiveness and supervision
of the Company’s internal control system for 2007 through the Audit Committee and the Company’s audit department in the five major areas of internal control: the control environment, risk assessment, control activities, information and communication and supervision. Based on the reviews in previous years and the assessment of the internal control system for the year, the Board of Directors is of the opinion that during the year and as at the date of this annual report, the Company has continuously maintained a comprehensive internal control system covering the areas of corporate governance, operation, construction, finance, administration and personnel management, and that such internal control system is effective.
The Board of Directors is of the opinion that the Company’s internal control system is established for the purpose of managing potential risks instead of completely eliminating all risks. Accordingly, the Company’s internal control system can only render reasonable, rather than absolute, assurance for the achievement of the Company’s operating objectives.
iii. Auditors and Auditors’ Remuneration
The Audit Committee is responsible for reviewing the appointment, resignation or replacement of external auditors, as well as assessing their qualifications for providing services to the Company and the reasonableness of the audit fees, and making recommendations to the Board of Directors
in this regard. The appointment and replacement of the Company’s external auditors as well as the audit fees are proposed by the Board of Directors to the general meetings for approval.
Ernst & Young has been appointed as external auditors since 2005 for three consecutive years. The audit fee of the Company for 2007 was RMB10 million.
The Audit Committee has discussed and assessed the professionalism of Ernst & Young, its performance of audit work for 2007 and the proposed fees for 2008. The Audit Committee proposed to re-appoint Ernst & Young as the Company’s external auditors and the proposal has been approved by the Board of Directors and will be submitted to the 2007 annual general meeting for shareholders’ consideration and approval.
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