Beijing Enterprises Water Group Limited
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Corporate Governance

Code on Corporate Governance Practices

During the year of 2010, in the opinion of the Board, the Company had complied with all code provisions set out in the Code on Corporate Governance Practice ("CG Code"), except for one code provision under the CG Code. The non-executive directors of the Company were not appointed for a specific term that was deviated from the requirement under code provision A.4.1. The deviation is appropriate as the board of directors of the Company considers that non-executive directors are subject to retirement by rotation and re-election at an annual general meeting in accordance with the Bye-laws of the Company and the requirements of the Bye-laws of the Company are no less exacting than those set out in the CG Code.

Model Code for Securities Transaction by Directors

The Company has adopted the Model Code as set out in Appendix 10 of the Listing Rules as the code of conduct in respect of securities transactions of the directors (the "Mode Code"). Having made specific enquiry of all directors, the Company has confirmed that all directors have complied with the required standards set out in the Model Code and its code of conduct regarding directors' securities transactions during the year.

Audit Committee

The Company's Audit Committee is composed of three independent non-executive directors. The Audit Committee members performed their duties within written terms of reference formulated by the Company in accordance with the requirements of the Listing Rules.

The Audit Committee is responsible for considering all relationships between the Company and the auditing firm (including the provision of non-audit services), monitoring the integrity of the Company's financial statements, any issues arising from the audit and any other auditors may wish to raise and review of the Company's internal control and risk management.

Remuneration Committee

The Company's Remuneration Committee was established in 2008. The Remuneration Committee comprises one executive director and two independent non-executive directors. The Remuneration Committee members performed their duties within written terms of reference formulated by the Company in accordance with the requirements of the Listing Rules.

The Remuneration Committee is responsible of developing remuneration policies and in overseeing remuneration packages of the directors whether the emoluments offered are appropriate to the duties and performance of the respective individuals concerned.

More details in relation to the Group's principal corporate governance practices can be found in our latest Corporate Governance Report 2010.

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