NewWorld Development Company Limited
CORPORATE GOVERNANCE REPORT
238
CORPORATE GOVERNANCE REPORT
All along, the Company is committed to maintain a high standard of corporate governance practices to
safeguard the interests of its shareholders and enhance the performance of the Group. From time to
time, the board of Directors (the “Board”) reviews and improves its corporate governance practices in
order to ensure that the Group is under the leadership of an effective board so as to optimise return for
its shareholders.
CORPORATE GOVERNANCE CODE
Throughout the year ended 30 June 2015, the Company has complied with all the applicable code
provisions of the Corporate Governance Code (the “CG Code”) as set out in Appendix 14 of the Listing
Rules, with the exception of code provision A.6.4.
Code provision A.6.4 is in relation to guidelines for securities dealings by relevant employees. As
required under code provision A.6.4, the Board should establish for its relevant employees written
guidelines on no less exacting than the Model Code for Securities Transactions by Directors of Listed
Issuers (the “Model Code”) as set out in Appendix 10 of the Listing Rules in respect of their dealings
in the securities of the Company. Instead of following the Model Code strictly, the Board has established
its own guidelines which are not on no less exacting terms than the Model Code. Such deviation from
the CG Code is considered necessary, mainly because of the huge size of employees of the Group
which is around 48,000, and the Group’s diversified businesses. For these reasons, to follow the exact
guidelines of the Model Code will cause immense administrative burden to the Company in processing
written notifications from the relevant employees when they deal in the securities of the Company,
which can be avoided under the Company’s own guidelines.
DIRECTORS’ SECURITIES TRANSACTIONS
The Company has adopted the Model Code as its own code of conduct for securities transactions by
its Directors.
Specific enquiries have been made with all Directors who confirmed that they had complied with the
required standard set out in the Model Code during the year ended 30 June 2015.
BOARD OF DIRECTORS
Composition
Currently, the Board comprises a total of 14 Directors, being seven Executive Directors, two Non-
executive Directors and five Independent Non-executive Directors. The number of Independent Non-
executive Directors represents more than one-third of the Board as required by Rule 3.10A of the
Listing Rules. The biographies of the Directors are set out from pages 44 to 50 of this Annual Report.
All Directors have entered into formal letters of appointment with the Company for a term of three
years, subject to retirement by rotation in accordance with the articles of association of the Company
(the “Articles of Association”).
