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with one another.
During the year ended 31 December 2009, the members of the Board comprise eight executive Directors and four independent non-executive Directors. The brief biographical details of the Directors are set out on pages 143 to 147
of this Annual Report.
The Board held 41 meetings in 2009, all of which were convened in accordance with the articles of association of the
Company, and the individual attendance of each Director, on a named basis, is as follows:
Name of Directors
(No. of meetings)
Attended/Eligible to attend
Executive directors
Si Xian Min (Chairman) 41/41
Li Wen Xin 41/41
Wang Quan Hua 41/41
Liu Bao Heng 41/41
Tan Wan Geng (President) 41/41
Zhang Zi Fang (Executive Vice President) (appointed on 30 June 2009) 15/15
Xu Jie Bo (Executive Vice President and Chief Financial Officer) 41/41
Chen Zhen You 41/41
Independent non-executive directors (“INED”)
Wang Zhi 41/41
Sui Guang Jun 41/41
Gong Hua Zhang 41/41
Lam Kwong Yu 41/41
CHINA SOUTHERN AIRLINES COMPANY LIMITED • ANNUAL REPORT 2009
40 Corporate Governance Report
The experience and views of our INEDs are held in high regard and serve as effective guidance for the operation of the
Group. The INEDs provide the Group with a wide range of expertise and experience and bring in independent judgment on issues relating to the Group’s strategy, performance and management process, taking into account the interests of all shareholders. The INEDs represent one-third of the Board. One INED, Gong Hua Zhang, has the appropriate
professional qualifications of accounting or related financial management expertise under Rule 3.10 of the Listing Rules. Pursuant to the guidelines on independence as set out in Rule 3.13 of the Listing Rules, the Board has received an annual confirmation from each INED of his independence from the Company and considers that all the INEDs are independent. In addition, their extensive experience in business and finance are very important to the Company’s successful development. In 2009, the INEDs expressed their views and opinions about certain matters relevant to the shareholders and the Company as a whole at board meetings.
BOARD COMMITTEES
The Company has put in place an audit committee, a remuneration and assessment committee, a nomination committee
and further details of the roles and functions and the composition of each of these committees are set out below:
AUDIT COMMITTEE
The Audit Committee comprises three INEDs, one of whom, Gong Hua Zhang, possesses the appropriate professional
qualifications or accounting or financial management expertise to understand financial statements. The Audit Committee
is chaired by Gong Hua Zhang with Wang Zhi and Sui Guang Jun as the members of the Audit Committee. The Audit Committee is provided with sufficient resources to discharge its duties and has access to independent professional
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China Southern Airlines Company Limited Annual Report 2009(32)
