Corporate Governance
Seeking to offer the highest levels of corporate governance, in addition to the accountability, transparency
and open communication imperative for a successful and effective corporate governance programme, we also
take the needs of our stakeholders to heart. We therefore make every effort to act in their best interests when
fulfilling our corporate governance responsibilities.
These activities extend to every level within the company with the Board of Directors acting as the highest
governance body within Towngas. Consisting of nine members including two Executive Directors and
seven Non-executive Directors, three of whom are independent, the Board is accountable for all activities,
strategies and the financial performance of the Group, in addition to maintaining good corporate governance
throughout our activities. Three Board Committees also work with the Board, to help strengthen internal
controls.
18 • Sustainability Report 2012
Directors’ biographies, together with details of the composition and operation of the Board and its
Committees, can be found in our
We complied with all code provisions set out in the Code on Corporate Governance Practices (the “Code”)
(formerly set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited (the “Listing Rules”)) during the period from 1 January 2012 to 31 March 2012 and the
Corporate Governance Code (the new edition of the Code, which is applicable to financial reports covering a
period after 1 April 2012) during the period from 1 April 2012 to 31 December 2012.
The Audit Committee reviews the company’s current financial standing, considers the nature and scope of
audit reports, and ensures that internal control systems operate in accordance with applicable standards and
conventions.
The Remuneration Committee makes recommendations to the Board on the company’s policy and structure
for all Directors, and senior management (who are also executive directors of the company) remuneration.
It also reviews and approves the special remunneration packages of all executive directors with reference
to corporate goals and objectives resolved by the Board from time to time and determines, with delegated
responsibility, the remuneration packages of individual executive directors.
The Nomination Committee reviews the structure, size and composition (including the skills, knowledge and
experience) of the Board and makes recommendations on any proposed changes to the Board to complement
the Group’s corporate strategy. It also makes recommendations to the Board on nominations and appointment
of Directors as well as assesses the independence of independent non-executive directors. It shall consider the
candidate from a range of backgrounds on his/her merits and against objective criteria set out by the Board.
