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  • · Listing Information
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  • Corporate Governance Overview

    The Company was incorporated in December 1994. Its H shares were listed in both Hong Kong and London in March 1997, while its A shares were listed on the Shanghai Stock Exchange in December 2006. Since its incorporation, the Company has established astandardised and sound corporate governance structure under the “Company Law”, “Securities Law” and the “Articles of Association” of the Company. General meeting is the highest authority of the Company;the Board is the business decision-making body of the Company; and the Supervisory Committee is the supervisory body of the Company. The Board and the Supervisory Committee are accountable to general meetings and execute the resolutions made at general meetings. The management is specifically responsible for conducting day-to-day production and business activities of the Company, and implementing the decision schemes of the Board. Over the years, the general meetings, the Board, the Supervisory Committee and the management have been operating according to the laws and protecting the interests of shareholders, having received high recognition from the capital market.

    Shareholders and General Meeting

    Over the years, apart from committing itself to the operation and expansion of its businesses in order to attain appropriate returns for shareholders, the Company also provides details on the Company’s operations management and relevant information to shareholders in a timely and accurate manner through a variety of channels and methods,including: convening and holding general meetings in strict compliance with the Articles of Association,the Listing Rules and relevant regulations stipulated,by the Securities and Futures Commission (the “SFC”), and timely announcing relevant information to shareholders on an irregular basis according to the requirements of the Listing Rules.During the year, the Company held a total of five general meetings and a professional lawyer was invited to each general meeting as a witness to ensure all shareholders were treated equally and exercised their rights adequately.

    the Board

    The board formulates the overall strategy of the Group, monitors its financial performance and maintains effective oversight over the management. The board members are fully committed to their roles and have acted in good faith to maximise the shareholders’ value in the long run, and have aligned the Group’s goals and directions with the prevailing economic and market conditions. Daily operations and administration are delegated to the management.

    The Directors fully understood their responsibilities,powers and obligations, and were able to discharge their duties with truthfulness, integrity and diligence. In order to enhance the decisionmaking mechanism, increase the scientific nature of decision-making and improve the quality of substantial decisions, the Board has established four specialised committees, namely the Nomination Committee, Audit Committee,Strategic Development and Risk Control Committee and the Remuneration and Appraisal Committee, with detailed work rules devised for

    the respective committees. The chairmans of the four specialised committees are Independent Directors. In particular, Independent Directors make up a majority in the Nomination Committee,Audit Committee and the Remuneration and Appraisal Committee.

    The Board formulated the “Rules of Proceedings for Board Meetings”, which, amongst others,clarified matters to be decided by the Board, its scope of power and the rules of proceedings.During the Year, the Board held 13 meetings. Theconvening and voting procedures of the meetings were in compliance with the requirements under

    the Articles of Association and the “Rules of Proceedings for Board Meetings”.

    the Supervisory Committee

    Pursuant to the Articles of Association, the Company’s Supervisory Committee comprises four members, of whom two are supervisors representing the staff. The membership and composition of the Supervisory Committee comply with the requirements of the laws and regulations. Supervisory Committee members shall exercise their supervisory duty as mandated by the laws, regulations, the Articles of Association and the rights granted by the shareholders’ general meeting, and shall be accountable to the shareholders’ general meeting in order to ensure shareholders’ rights, the Company’s interests and the staff’s lawful interests are not violated. During the reporting period, the Supervisory Committee held 6 meetings and attended all Board meetings and Audit Committee meetings. Through various channels and methods, the Supervisory Committee carried out regular inspections on the Company’s finances and substantial matters, as well as supervising the lawfulness and compliance of the Directors, the President and other senior members in discharging their duties.

    Chief Executive Officer (President)

    Pursuant to the Articles of Association, the President of the Company shall draft a special “Work Report of President” on details of the implementation of the Board resolutions and the operation of the Company, and shall present the same to the Board for consideration; the Chairman (Chairman of the Board) shall draft a special “Work Report of the Board” on behalf of the Board regarding the details of the Board’s work and present it to the Company’s annual general meeting for consideration.

    the Company’s internal control system

    In 2015, the Company paid considerable attention to the constant optimisation of internal control where four main aspects were accomplished:First, to clarify responsibilities by re-optimising and improving the risk management and relevant system for internal control in order to form a “1+6 System” to the risk management and internal control of Datang International, which further makes clear the responsibility of internal control for each level. Second, effective assessment by careful preparation, advance arrangement, and inaccordance with the confirmative risk assessment and internal control evaluation plan to commence risk assessment and internal control evaluation

    earnestly and to facilitate the establishment of internal control through the said assessment and evaluation. Third, to strengthen the appraisal by preparing and announcing the “Appraisal Rules to Indicators of Key Risk Management and Control” by form of negative list in order to reflect the appraisal situation of the indicators of key

    risk management and control and bring into the performance appraisal. Fourth, to improve the online monitoring, by utilising the office platform to build six modules of “indicators monitoring + tasks monitoring + procedures monitoring +risks monitoring + markets monitoring + stocks monitoring”, strengthening the online monitoring.

    Editor:支春明    Source:证券与资本运营部

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