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Board of Directors

The members of Board of Directors are elected by the shareholders' meeting from among the persons with disposing capacity. Holy Stone has in total 7 directors including 2 independent directors and 2 Supervisors who can be re-elected to serve any number of consecutive mandates with 3 years of term of the office.

Independent Directors are elected for and exert their professional and industrial knowledge to help the Board of Directors set up strategic decision that maximize shareholders’ interests. More information on Board Members and Supervisors can be found in Annual Report. To protect rights and interest of shareholders, Directors and Supervisors has been covered by liability insurance against lawsuit caused by duty neglect.

Holy Stone has set up the Rules of Procedure for Shareholders Meetings for decision making.

Through the evaluation of managing performance, Board of Directors is able to aim at specific goal as well as to have the corresponding responsibilities. In the meantime, it leads to faster and better decision making. We have revealed Directors and Supervisors attendance in Annual Report. Directors shall not discuss or resolve any resolution whenever in need of avoiding conflict of interest. The compensation of Directors shall also be resolved at the Meeting by Shareholders, which shall not surpass 3% of distributable earnings, is restricted by the Article of Company.

 

The Directors shall, under the resolution of Shareholders’ Meeting and Board of Directors:

 

1. deliberate business strategy and middle or long term development plan;

2. approve budget and deliberate final execution;

3. distribute earnings or deliberate of deficit covering;

4. execute resolution by Shareholders’ Meeting;

5. deliberate items submitted by General manger;

6. Convene Shareholders’ Meeting and report business performance and

7. deliberate, approve or execute other business requested by law.

 

Apart from executing function and powers according according to law, Supervisors who attend the Board of Directors shall not express opinion nor vote in the Meeting of Board of Directors. Supervisors shall:

 

1. review and audit the Financial Statement of the Company;

2. audit account books and documents;

3. supervise, review or audit other business requested by law.

 

Competence of Board of Directors:

 

The board of directors shall be responsible to the shareholders meetings. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its articles of incorporation, and the resolutions of its shareholders meetings.

The structure of the board of directors shall be determined by choosing an appropriate number of board members, not less than five, in consideration of its business scale, the shareholdings of its major shareholders, and practical operational needs.

 

The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

1. basic requirements and values: gender, age, nationality, and culture.

2. professional knowledge and skills: a professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

 

All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

1. ability to make operational judgments.

2. ability to perform accounting and financial analysis.

3. ability to conduct management administration.

4. ability to conduct crisis management.

5. knowledge of the industry.

6. an international market perspective.

7. ability to lead.

8. ability to make policy decisions.