Corporate Governance

Directors’ Responsibilities

Although incorporated in Bermuda and therefore not obliged to comply with the code of best practice established by the Combined Code issued by the Committee on Corporate Governance, the Company has reviewed and broadly supports this code. The Company does not comply where compliance would not be commercially justified allowing for the practical limitations relating to the Company’s size.

The Board of directors includes a number of non executive directors who, other than their shareholding, are independent and free from any business or other relationship which could materially interfere with the exercise of their independent judgement.

The Board meets regularly, at least once a quarter, and is responsible for the overall strategy of the Group, its performance, management and major financial matters. All directors are subject to re-appointment annually at each annual general meeting of the Company’s shareholders.

Various safeguards and checks have been instigated as part of the Company’s system of financial control. These include:

  • preparation of regular financial reports and management accounts;
  • preparation and review of capital and operational budgets;
  • preparation of regular operational reports;
  • prior approval of capital and other significant expenditure;
  • regular review and assessment of foreign exchange risk and requirements.

As part of these procedures, all costs incurred on behalf of and by Hebei Hua’ Ao are independently audited and checked by the Chinese authorities and approved by the directors of Hebei Hua’ Ao.

Mladen Ninkov is the Chairman, responsible for ensuring strategic direction set by the board is put into place by management.

Roger Goodwin is the Finance Director with overall responsibility for the Group finances, financial control and reporting.

Dal Brynelsen, Rupert Crowe and Adam Usdan are independent non-executive directors with responsibility for overseeing the executive and for ensuring that the financial performance of the Company is properly reported upon and monitored, and consider reports from the auditors relating to accounts and internal control systems. They also have responsibility for reviewing the performance of and setting the compensation of the Chairman and executive directors.