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| Chairman's Statement | Board of Directors | Board Committees
| Code on Corporate Governance Practices
| Amended and Restated Memorandum and Articles of Association of DaChan Food (Asia) Limited
| The Board
| Financial Reporting
| Internal Controls
| Investor Relations
| Corporate Social Responsibility | | | |  | The Board has set up 4 Board Committees, namely the Remuneration Committee, the Audit Committee, the Nomination Committee and the Executive Committee to oversee particular aspects of the Group’s affairs.
The Board committees are provided with sufficient resources to discharge their duties and, upon reasonable request, are able to seek independent professional advice in appropriate circumstances, at the Company’s expenses.
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| | |  | | (1) Remuneration Committee |
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| | The Remuneration Committee currently comprises 3 INEDs, 1 non-executive director and 1 executive director, namely:
• Liu Fuchun (Chairman)
• Chen Chih
• Han Chia-Yau
• Way Yung-Do
• Han Jia-Hwan
The Remuneration Committee is governed by its terms of reference, which have been revised by the Board on 23 March 2012 pursuant to the Revised Code. The terms of reference are available at the Company’s website at www. dfa3999.com and HKEx’s website at www.hkex.com.hk.
The primary functions of the Remuneration Committee include:
• to make recommendations on the establishment of procedures for developing remuneration policy and structure of the executive directors and the senior management;
• to make recommendation to the Board on the Company’s policy and structure for all remuneration of directors and senior management;
• establishment of a formal and transparent procedure for developing policy on such remuneration;
• to review and approve the performance-based
remuneration by reference to corporate goals and objectives resolved by the Board from time to time.
During 2011, 1 Committee meeting was held on 27 October 2011 which all the current 5 members attended. During the meeting, the Remuneration Committee reviewed and made recommendation to the followings:
• the remuneration packages of a new member of the senior management, including the grant of share options and awarded shares.
| | |  Terms of Reference of the Remuneration Committee |
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| | | | | The Audit Committee currently comprises 3 INEDs, namely:
• Way Yung-Do (Chairman)
• Chen Chih
• Liu Fuchun
The Chairman of the Audit Committee is a professional accountant with profound financial and accounting expertise.
The Audit Committee is governed by its terms of reference, which have been revised on 23 March 2012 pursuant to the Revised Code. The terms of reference are available on the Company’s website at www.dfa3999.com and HKEx’s website at www.hkex.com.hk.
The Audit Committee planned to meet 4 times a year at approximately quarterly intervals to review the truthfulness, completeness, and accuracy of the Group’s financial statements. It is accountable to the Board and assists the Board in meeting its responsibilities in ensuring an effective and adequate system of internal controls and for meeting its external financial reporting obligations and compliance with other legal and regulatory requirements. The Audit Committee also oversees the scope of work of external auditors.
The main duties of the Audit Committee include the following:
• review the financial statements and reports;
• review the relationship with the external auditors by reference to the work performed by the external auditors, their fees and terms of engagement, and make recommendation to the Board on the appointment, re-appointment and removal of external auditors;
• ensure the Group’s compliance with statutory and regulatory requirements;
• developments in accounting standards and the effect on the Group;
• review the effectiveness of the system of internal control of the Group;
• make proposal to the Board in relation to enhancement of the internal control system of the Group.
During 2011, 4 Committee meetings were held.
The attendance records of each member of the Committee at the said Committee meetings are set out below:
Directors Attendance / Number of Meeting(s)
Way Yung-Do (Chairman) 4/4
Liu Fuchun 3/4
Chen Chih 4/4
During the meetings, the Audit Committee reviewed the following:
• the financial statements for the year ended 31 December 2010 and the first three quarters during the year of 2011;
• the accounting principles and practices adopted by the Company;
• statutory compliance;
• other financial reporting matters; and
• internal control system.
Remuneration of Auditors
A summary of audit and non-audit services provided by KPMG, the Company’s auditors for the year ended 31 December 2011 and their corresponding remuneration is as follows:
Nature of services Amount RMB’000
Audit services 4,446
Non-audit services
• Tax services 51
| | | | Terms of Reference of the Audit Committee |
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| | | | | The Nomination Committee currently comprises 3 INEDs, 1 non-executive director and 1 executive director, namely:
• Chen Chih (Chairman)
• Liu Fuchun
• Harn Jia-Chen
• Way Yung-Do
• Han Jia-Hwan
The Nomination Committee is governed by its terms of reference, which have been revised by the Board on 23 March 2012, pursuant to the Revised Code. The terms of reference are available on the Company’s website at www. dfa3999.com and HKEx’s website at www.hkex.com.hk.
The main duties of the Nomination Committee include the following:
• review and supervise the structure, size and composition of the Board;
• identify qualified individuals to become members of the Board;
• assess the independence of the INEDs;
• make recommendations to the Board on the appointment or re-appointment of directors.
During 2011, 2 Committee meetings were held.
The attendance records of each member of the Committee at the said Committee meetings are set out below:
Directors Attendance /of Meeting(s)
Chen Chih (Chairman) 2/2
Liu Fuchun 2/2
Way Yung-Do 2/2
Harn Jia-Chen 2/2
Han Jia-Hwan 2/2
During the meetings, the Nomination Committee reviewed the following:
• the rotation of directors in the AGM held in 2011
• the resignation of Mr. Chen Fu-Shih as executive director; and
• the appointment of Mr. Han Chia-Yin and Ms. Chen Li- Chin as executive director.
| | | | Terms of Reference of the Nomination committee |
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| | | | | The Board has delegated responsibilities to the Executive Committee for making certain decisions for the management of the Group. In accordance with its terms of reference, members of the Executive Committee shall be appointed by the Board from amongst the executive directors and senior management of the Company only. The Executive Committee consists of 7 Members, which include 3 executive directors, the chief operation officer and the chief finance officer of the Company as members. The Executive Committee currently comprises the following members:
• Han Jia-Hwan (Chairman)
• Han Chia-Yin (appointed as executive director on 27 October 2011)
• Chen Li-Chin (Chief Administrative Officer)
• Ou Chang-Jou (Chief Operation Officer)
• Li Jing-Hui (Senior Vice President)
• Chen Yung-Fa (Chief Financial Officer)
• Chang Yu-Lung (Senior Vice President) | | | | Executive Committee |
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