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Corporate Governance Report
17
Annual Report 2011
The Board of Directors (the “Board”) and management of Sunpower Group Ltd. (“the Company” and together
with its subsidiaries “the Group”) are committed to upholding a high standard of corporate governance in
order to safeguard the interests of all stakeholders and to promote investors’ confdence. The Board has put
in place various self-regulating and monitoring mechanisms, as set out in the Code of Corporate Governance
2005 (the “Code”) issued by the Ministry of Finance. This report describes the Company’s corporate governance
processes and activities with specifc references to the Code.
1. BOARD MATTERS
Board’s Conduct of Affairs
Principle 1: Effective Board to lead and control the Company
(i) Apart from its statutory duties and responsibilities, the Board oversees the management and affairs
of the Group. It focuses on strategies and policies, with particular attention paid to growth and
fnancial performance. The Group has put in place fnancial authorisation and approval limits for
operating expenditure and procurement of goods and services. It delegates the formulation of
business policies and day-to-day management to the Executive Directors.
The principal functions of the Board are:
(a) Review and approve the Group’s key business strategies and fnancial objectives, including
major investments/divestments and fnancing of projects;
(b) Oversee the processes for evaluating the adequacy of internal controls, risk management,
fnancial reporting and compliance with regulatory authorities and the Group’s internal control
policies and procedures;
(c) Review management performance; and
(d) Set the Company’s values and standards, and ensure that obligations to shareholders and
others are understood and met.
(ii) The Board discharges its responsibilities either directly or indirectly through various Board
committees. These committees (“Board Committees”) include the Nominating Committee (“NC”),
Remuneration Committee (“RC”) and Audit Committee (“AC”). Each of the Board Committees
functions within its terms of reference. The NC is tasked with the responsibility of carrying out
annual reviews of the effectiveness of the Board and each individual Director. If authority to make
decisions on certain board matters is delegated by the Board to any Board Committee, such
delegation would be disclosed.
(iii) The Board meets once a year to review and deliberate on the key activities and business strategies
of the Group. The Board meets at least four times a year to approve the release of the frst and
third quarters, half-year and full-year results and performance. Additional meetings of the Board
will be held when circumstances require. The Company’s Bye-Laws allows a Board meeting to be
conducted by way of teleconference and video-conference.