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Corporate Governance Report

Members of the Board of Directors

  • The Board currently has twelve members, five Executive Directors and seven Non-executive Directors, four of whom are Independent Non-executive Directors.

  • The Board comprises a relatively balanced number of Executive Directors and Non-executive Directors (including Independent Non-executive Directors representing one-third of the Board) that can ensure there is adequate independent judgment for the running of the Companys business.

  • The members of the Board comprise experts from various professions with extensive experience and have appropriate

professional qualifications or accounting or related financial management expertise.

The Bye-laws of the Company requires that one-third of the Directors (other than the Executive Chairman and Managing Director) should retire by rotation. The re-election of each retiring Director is voted by poll on an individual basis.

A Guide on DirectorsDuties issued by the Companies Registry in 2009 has been provided to each Director of the Company. Newly appointed Directors receive a comprehensive induction package designed to provide a general understanding of the Group, its business, the operations of the Board and the main issues it faces, as well as an overview of the additional responsibilities of Non-executive Directors.

In all corporate communications, the Company has disclosed the composition of the Board according to the categories and responsibilities of the Directors. Biographical details of the Directors and the Senior Management are set out on pages 34 to 37 of this Annual Report and published in the Companys website at www.GreatEagle.com.hk.

Supply and Access to Information

Management and financial updates are provided to all Board members on a quarterly basis to ensure each member is aware of the financial performance and position of the Company. The Directors are also kept updated of any material developments from time to time through notifications and circulars. Discussion sessions with key members of management will also be held regularly twice a year. Directors also have access to Senior Management of the Company.

The Board Members may obtain independent professional advice for the purposes of discharging their duties and responsibilities. Such advice may be obtained at the Companys expense upon reasonable request. The Company Secretary is responsible to make all necessary arrangement.

The Directors also have access to the advice and services of the Company Secretary, who is responsible to ensure Board procedures and all applicable rules and regulations are followed. The Company Secretary of the Company fulfills the requirement under Rule 8.17 of the Listing Rules. She supports the Board, ensures good information flow within the Board and Board policy and procedures are followed; advises the Board on governance matters and facilitates induction and Directorsprofessional development. She has attained not less than 15 hours of relevant professional training each year since 2005.

Great Eagle Holdings Limited

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