Corporate Governance Practices
CITIC Pacific is committed to maintaining high standards of corporate governance. The board of directors believes that good corporate governance practices are important to promote investor confidence and protect the interests of our shareholders. At CITIC Pacific, we attach importance to our people, our code of conduct, and our corporate policies and standards, which together form the basis of our governance practices. We respect the laws, rules and regulations of each country and area in which we operate, and we strive to ensure for our people a healthy and safe working environment which is our paramount concern. We endeavour to contribute to the sustainable development of CITIC Pacific, with particular focus on our accountability to shareholders and stakeholders. This report describes how CITIC Pacific has applied its corporate governance practices to its everyday activities.
CITIC Pacific has applied the principles and complied with all the code provisions of the corporate governance code (“CG Code”) as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“the Listing Rules”) throughout the year 2013 except for code provision A.6.7 of the CG Code. Mr André Desmarais and Mr Carl Yung Ming Jie (both being non-executive directors) were not able to attend the annual general meeting of CITIC Pacific held on 16 May 2013 (“2013 AGM”). Mr Carl Yung was ill, while Mr André Desmarais was away from Hong Kong due to other engagements. Mr Peter Kruyt, the alternate director to Mr André Desmarais, attended the 2013 AGM. Mr André Desmarais, Mr Ju Weimin, Mr Yin Ke and Mr Carl Yung Ming Jie (all being non-executive directors), and Mr Alexander Reid Hamilton and Dr Xu Jinwu (both being independent non-executive directors) were not able to attend the extraordinary general meeting of CITIC Pacific held on 4 December 2013 as all of them had other engagements.
For the year 2013, CITIC Pacific made further progress with its corporate governance practices, which including:
Updating CITIC Pacific’s code of conduct to update the scope of topics, including prevention of bribery practices and use of proprietary information; and
Adopting the board diversity policy
Looking ahead, we will keep our governance practices under continual review to ensure their consistent application and will continue to improve our practices having regard to the latest developments.
Corporate Governance Structure
To read more, please refer to P.82 of the Annual Report 2013.
Terms of Reference for Audit Committee
(Amended and adopted at the Board Meeting on 1 March 2012)
Terms of Reference for Remuneration Committee
(Amended and adopted at the Board Meeting on 28 February 2013)
Terms of Reference for Nomination Committee
(Amended and adopted at the Board Meeting on 14 August 2013)
Memorandum and New Articles of Association
Shareholders Communication Policy
Procedures for Shareholders to Propose a Person for Election as a Director of the Company
Board Diversity Policy
Inside Information / Price Sensitive Information Disclosure Policy
The English version of the above documents shall prevail in case of any discrepancy or inconsistency between English version and its Chinese translation.
||To ensure the highest standard of integrity in its businesses, the group has adopted a code of conduct defining the ethical standards expected of all employees.