is as follows:
Members of the Nomination Committee (No. of meetings) Attended/ Eligible to attend
Si Xian Min (Chairman) (appointed on 11 March 2009) –/– Liu Shao Yong (ex-Chairman) (resigned on 12 December 2008) 1/1 Wang Zhi 1/1
Gong Hua Zhang 1/1
40 ANNUAL REPORT 2008
Corporate Governance Report
MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS AND SUPERVISORS OF LISTED ISSUERS
Directors’ interests in the securities of the Company as of 31 December 2008 are disclosed on pages 20 to 32 of the Report of the directors in this Annual Report. Having made specific enquiries with all the Directors and Supervisors, they confirmed that the Directors had for the year ended 31 December 2008 complied with the Model Code. The code of conduct adopted by the Company regarding securities transactions by Directors and Supervisors is no less stringent than the Model Code.
RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The following statement, which sets out the responsibilities of the Directors in relation to the financial statements, should be read in conjunction with, but distinguished from, the reports prepared by the auditors of the Company, which acknowledges the reporting responsibilities of the Group’s auditors.
The Directors are responsible for the preparation of periodic accounts for each financial year which should give a true and fair view of the state of affairs, results and cash flows of the Group during that period.
The reporting responsibilities of the Company’s external auditor, KPMG, are set out on pages 41 to 42. The Directors consider that in preparing the financial statements, the Group uses appropriate accounting policies that are consistently applied, and that all applicable accounting standards are followed.
The Directors are responsible for ensuring that the Group keeps accounting records which disclose with reasonable accuracy the financial position of the Group and which enable the preparation of financial statements in accordance with PRC laws and regulations and disclosure requirements of the Hong Kong Companies Ordinance and the applicable accounting standards.
INTERNAL CONTROL
The Board has an overall responsibility for the Group’s internal control system and its effectiveness. The Board has existing process to identify, assess and manage major risks to which Group is exposed. It is part of the process to renew the internal control system in case of changes in operating environment or regulation.
The Board has conducted a review of, and is satisfied with the effectiveness of the Group’s internal control system for the financial year ended 31 December 2008.
41 ANNUAL REPORT 2008
Independent Auditor’s Report
Independent auditor’s report to the shareholders of China Southern Airlines Company Limited
(Incorporated in The People’s Republic of China with limited liability)
We have audited the consolidated financial statements of China Southern Airlines Company Limited (the “Company”) and its subsidiaries (the “Group”) set out on pages 43 to 138, which comprise the consolidated and company balance sheets as at 31 December 2008, and the consolidated income statement, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes.
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