CORPORATE GOVERNANCE
STATEMENTS
22
CITIC ENVIROTECH LTD.
Annual Report
2015
The Board examines its size to satisfy that it is an appropriate size for effective decision making, taking
into account the nature and scope of the Company’s operations. The Board is of the view that the current
board size of eight Directors is appropriate, taking into account the nature and scope of the Company’s
operations.
In compliance with Rule 2.2 of the Code of Corporate Governance 2012, the Board is currently in the
process of reviewing the Board composition in order to meet the recommendation that at least one-half of
the Board comprise independent directors in cases where the Chairman is part of the Management team
and not an Independent Director of the Company.
The independence of each Director will be reviewed by the Nominating Committee to ensure that the
Board is capable of exercising objective judgment on corporate affairs of the Group. The appointment of
each Director is based on his caliber, experience, stature and potential contribution to the Company and its
businesses. Our current Directors are respected individuals with diverse expertise and good track record in
their respective fields.
The criteria for independence, is determined based on the definition as provided in the Code.
The Board considers an “independent” director as one who has no relationship with the Company, its
related companies or its officers that could interfere, or be reasonably perceived to interfere, with the
exercise of the directors’ independent judgement of the Group’s affairs.
Mr Yeung Koon Sang alias David Yeung has served as an Independent Director for more than 9 years.
The Board has carried out a rigorous review of his independence status. The Board’s view is that Mr
Yeung Koon Sang alias David Yeung continues to demonstrate the ability to exercise strong independent
judgement in his deliberations and to act in the best interests of the Company, and that his length of
service has not affected his independence from management. Mr Yeung continues to express views,
debate issues and objectively and actively scrutinize and challenge management. After taking into account
all these factors and having weighted the need for Board refreshment against tenure for relative benefit,
the Nominating Committee and the Board has reviewed and determined that Mr Yeung continue as an
Independent Director, notwithstanding that his service has been for more than nine years.
The Nominating Committee is of the view that the current Board is capable in providing the necessary
expertise to meet the Board’s objectives and that no individual or small group of individuals dominates the
Board’s decision making process.
Key information regarding the Directors is given in “Directors’ Information” on page 14.
Principle 3: Chairman and Chief Executive Officer
The roles and responsibilities of the Chairman and the Chief Executive Officer are held by separate
individuals effective from 24 April 2015.
The Executive Chairman, Mr Hao Weibao, was appointed on 24 April 2015 and is responsible for leading
the Board and ensuring that the Board is effective on all aspects of its role. The Executive Chairman will
also be responsible for making significant corporate decisions and setting management objectives, as
well as overseeing the effective implementation of corporate strategy. The Executive Director and Chief
Executive Officer (“CEO”), Dr Lin Yucheng, has full executive responsibilities over the business directions
and operational decisions of the Group and is responsible for implementing the Group’s strategies and
policies and for conducting the Group’s business.
The Chairman and the Chief Executive Officer are not immediate family members.
