We are an exempt company incorporated in Bermuda and are subject to the laws of that jurisdiction. The legal framework in Bermuda which applies to exempted companies is flexible and allows an exempted company to comply with the corporate governance regime of the relevant jurisdiction in which the company operates or applicable listing standards. Under Bermuda law, members of a board of directors owe a fiduciary duty to the company to act in good faith in their dealings with or on behalf of the company and to exercise their powers and fulfill the duties of their office honestly. In addition, the Bermuda company legislation imposes a duty on directors and officers of an exempted company to act honestly and in good faith with a view to the best interests of the company and requires them to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Bermuda legislation also imposes certain specific duties and obligations on companies and directors, both directly and indirectly, including duties and obligations with respect to matters such as (a) loans to directors and related persons; and (b) limits on indemnities for directors and officers. Bermuda law does not impose specific obligations in respect of corporate governance, such as those prescribed by NYSE listing standards, requiring a company to (i) appoint independent directors to their boards, (ii) hold regular meetings of non-management directors; (iii) establish audit, nominating and governance or compensation committees; (iv) have shareholders approve equity compensation plans; (v) adopt corporate governance guidelines; or (vi) adopt a code of business conduct and ethics.
We are also subject to the NYSE listing standards, although, because we are a foreign private issuer, those standards are considerably different from those applied to US companies. Under the NYSE rules, we need only (i) establish an independent audit committee that has specifi ed responsibilities as described in the following table; (ii) provide prompt certification by our chief executive officer of any material non-compliance with any corporate governance rules; (iii) provide periodic written affirmations to the NYSE with respect to our corporate governance practices; and (iv) provide a brief description of significant differences between our corporate governance practices and those followed by US companies.
|The below chart sets out our board committees and their composition. To find out more about any of the committee members, please click on their names.|
|Code of Business Conduct and Ethics|
|Shareholder Communications Policy|
|Whistle Blowing Policy|
Our Conflict Minerals Policy Statement
On August 22, 2012, the United States Securities and Exchange Commission (“SEC”) adopted a new rule under section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act mandating that all SEC registrants (including foreign issuers) are to report and disclose on their use of specified conflict minerals, namely tin, tungsten, gold and tantalum in the products which they manufacture or contract to manufacture emanating from the Democratic Republic of Congo and/or nine adjoining countries (“ collectively the DRC Region”). The purpose of this rule known as the “Conflict Minerals Rule” is to reduce the funding of armed groups that are committing human rights abuses in the mining and extraction of such conflict minerals in the DRC Region.
China Yuchai International Limited (“CYI”) is committed to ensuring compliance with the requirements of the Conflict Minerals Rule. Suppliers using Conflict Minerals are encouraged to move to certified conflict free smelters and refiners, by relying on industry initiatives such as the Conflict Free Smelter Program (CFSP).
CYI’s policy is to make reasonable efforts to require our suppliers to determine if Conflict Minerals are used in their supplies to CYI, and if so, to disclose the sources of Conflict Minerals used. These efforts include the conduct of due diligence on its suppliers based on the guidance issued by the Organization of Economic Co-operation and Development (“OECD”) for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas (“OECD Guidance”) and continuing to refine its internal processes and systems.
This Policy Statement will be made publicly available on our website at www.cyilimited.com
Hoh Weng Ming
November 10, 2014
Amended on December 8, 2015