CORPORATE GOVERNANCE
STATEMENTS
20
CITIC ENVIROTECH LTD.
Annual Report
2015
The Board of Directors (the “Board”) of CITIC Envirotech Ltd. (the “Company”), is committed to high
standards of corporate governance to enhance corporate performance and accountability. The Company
has adopted the principles and practices of corporate governance practices, as far as possible, in line with
the Code of Corporate Governance 2012 (“Code”) so as to ensure greater transparency and protection of
shareholders’ interests.
The Board recognizes the need to keep balance with accountability, in creating and preserving shareholder
value and achieving its corporate vision for the Company and its subsidiaries (the “Group”).
This statement describes the corporate governance practices of the Company that were in place
throughout the financial period ended 31 December 2015, with specific references made to each of the
principles set out in the Code.
Board Matters
Principle 1: The Board’s Conduct of its Affairs
The Board has the responsibility for the overall management of the Group. It establishes the corporate
strategies of the Group, sets direction and goals for the executive management. It supervises the executive
management and monitors performance of these goals to enhance shareholders’ value. The Board is
responsible for the overall corporate governance of the Group.
To assist in the execution of its responsibilities, the Board has established an Audit Committee, Nominating
Committee and Remuneration Committee. These Committees function within clearly defined Terms of
References and operating procedures, which are reviewed on a regular basis. The effectiveness of each
committee is also constantly reviewed by the Board.
The full Board meets on a regular basis as and when necessary to address any specific significant matters
that may arise. When circumstances require, ad-hoc meetings will be convened as and when required to
address significant transactions and issues that may arise in-between the scheduled meetings. A board
member contributes both at formal board meetings as well as outside of these meetings. To ensure
maximum Board participation, the Company’s Constitution provides that Directors may participate in a
meeting of the Board of Directors by means of a conference telephone, videoconferencing, audio visual, or
other electronic means of communication, without having to be in the physical presence of each other.
Where physical Board and Board Committee meetings are not possible, timely communication with
members of the Board or Board Committees can be achieved through electronic means and circulation of
written resolutions for approval by the relevant Board and Board Committee members.
