Board of Directors

Board Structure

The positions of the Chairman of the Board and the Chief Executive Officer are held by Mr. Cai Qiwu and Mr. Jiang Deqing separately. The Chairman is responsible for leading the Board, ensuring effective function of the Board and the performance of obligations of the Board in a proper way. The Chairman determines the broad strategic direction of the Group in consultation with the Board and is responsible for the high-level oversight of management. The Chief Executive Officer with the support of other executive directors and management is responsible for business strategic planning and day-to-day management and operations of the Group.

The Board is collectively responsible for the leadership and control of the Group and oversees the Group's businesses, strategic decisions and performances whereas the senior management of the Group was vested with the authority and responsibility by the Board for the day-to-day management of the Group. In addition, as an integral part of good corporate governance, the Board has established various Board Committees to oversee particular aspects of the Company's affairs.

The Board comprises 11 members, consisting of seven executive Directors and four non-executive Directors, of whom three are independent non-executive Directors.

The Group has three independent non-executive Directors, at least one of whom has appropriate financial management expertise, in compliance with the Listing Rules. Each independent non-executive Director gives the Group an annual confirmation of his/her independence, and the Group considers these Directors to be independent under the guidelines set out in rule 3.13 of the Listing Rules.

The Company will ensure that the Board has a balance of skills and experience appropriate for the requirements of the business of the Company.

Board Meetings

Board meetings are held at least 4 times a year at approximately quarterly intervals. At those regular Board meetings, the Directors will discuss and formulate overall strategies for the Group, monitor financial performance, review and approve the annual and interim results, as well as discuss other significant matters. Daily operational matters of the Group are delegated to management.

Each Director had been consulted beforehand or served with prior notice to enable him/her to include matters in the agenda of each of the regular Board meetings. The Company normally gives notice of regular Board meetings at least 14 days in advance and gives reasonable notice for all other Board meetings in order to give all Directors opportunity to attend the regular/other Board meetings.

Board meeting agenda and papers are circulated to all Directors not less than three days before the day of the regular Board meeting to enable the Directors to make an informed decision on matters to be raised at the Board meeting.

All Directors have access to the advice and services from the Company Secretary and can seek for independent professional advice at the expense of the Company should such advice be considered necessary by any Director. The Company Secretary is responsible to give advice to the Board for ensuring that Board procedures, corporate governance practices and all applicable rules and regulations are followed and complied.

Directors' Terms of Appointment and Re-election

The term of appointment of all non-executive Directors (including independent non-executive Directors) of the Company is one year commencing from 22 May 2009 and ending on the date of the next annual general meeting of the Company. The appointment is subject to termination by either party giving not less than one month's written notice to the other. All Directors shall retire from office by rotation and are subject to re-election at annual general meeting at least once every three years in accordance with the articles of association of the Company.

Pursuant to the Company's articles of association, all Directors appointed to fill a casual vacancy shall hold office only until the next annual general meeting after their appointment, and shall be subject to re-election by shareholders.