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 code on corporate governance practices (which was effective until 31 March 2012) during the period from 1 January 2012 to 31 March 2012 and the corporate governance code ("CG Code") during the period from 1 April 2012 to 31 December 2012 as set out in Appendix 14 to the Listing Rules except that in respect of code provision A.6.7 of the CG Code, Mr. Carl Yung Ming Jie (re-designated as a non-executive director as from 31 December 2012), Mr. André Desmarais (a non-executive director) and Mr. Alexander Reid Hamilton (an independent non-executive director) were not able to attend the annual general meeting of CITIC Pacific held on 18 May 2012 ("AGM"). Mr. Carl Yung was ill, while Mr. Alexander Reid Hamilton and Mr. André Desmarais were away from Hong Kong due to other engagements. Mr. Peter Kruyt, the alternate director to Mr. André Desmarais, attended the AGM.
For the year 2012, CITIC Pacific had made further progress with its corporate governance practices including:
Formalized CITIC Pacific’s Corporate Governance Policy and Inside Information/Price Sensitive Information Disclosure Policy;
Established the Nomination Committee and two meetings were held to review the board composition, diversity and to identify additional candidates to be appointed as an independent non-executive director of CITIC Pacific;
Changed the composition of the board with the appointment of one additional independent non-executive director and resignation of two executive directors – the board now comprises four executive directors and eight non-executive directors of which four of them are independent;
Carried out a self assessment of the performance of the board; and
Rolled out the continuous professional development program for directors, including arranging a visit to the mine site, arranging presentations and for review relevant reading materials on developments on laws and regulations and corporate governance.
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.95 of the Annual Report 2012.
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
(Adopted at the Board Meeting on 1 March 2012)
Memorandum and New Articles of Association
Shareholders Communication Policy
Procedures for Shareholders to Propose a Person for Election as a Director of the Company
The English version of the above documents shall prevail in case of any discrepancy or inconsistency between English version and its Chinese translation.