Performance Art Essay Example for Free

Performance Art Essay Performance art is an essentially contested concept: any single definition of it implies the recognition of rival uses. As concepts like democracy or art, it implies productive disagreement with itself. [1] The meaning of the term in the narrower sense is related to postmodernist traditions in Western culture. From about the mid-1960s into the 1970s, often derived from concepts of visual art, with respect to Antonin Artaud, Dada, the Situationists, Fluxus, Installation art, and Conceptual Art, performance art tended to be defined as an antithesis to theatre, challenging orthodox art forms and cultural norms. The ideal had been an ephemeral and authentic experience for performer and audience in an event that could not be repeated, captured or purchased. [2] The in this time widely discussed difference, how concepts of visual arts and concepts of performing arts are utilized, can determine the meanings of a performance art presentation (compare Performance: A Critical Introduction by Marvin Carlson, P. 103,2-105,1). Performance art is a term usually reserved to refer to a conceptual art which conveys a content-based meaning in a more drama-related sense, rather than being simple performance for its own sake for entertainment purposes. It largely refers to a performance presented to an audience, but which does not seek to present a conventional theatrical play or a formal linear narrative, or which alternately does not seek to depict a set of fictitious characters in formal scripted interactions. It therefore can include action or spoken word as a communication between the artist and audience, or even ignore expectations of an audience, rather than following a script written beforehand. Some kinds of performance art nevertheless can be close to performing arts. Such performance may utilize a script or create a fictitious dramatic setting, but still constitute performance art in that it does not seek to follow the usual dramatic norm of creating a fictitious setting with a linear script which follows conventional real-world dynamics; rather, it would intentionally seek to satirize or to transcend the usual real-world dynamics which are used in conventional theatrical plays. Performance artists often challenge the audience to think in new and unconventional ways, break conventions of traditional arts, and break down conventional ideas about what art is. As long as the performer does not become a player who repeats a role, performance art can include satirical elements (compare Blue Man Group); utilize robots and machines as performers, as in pieces of the Survival Research Laboratories; involve ritualised elements (e. . Shaun Caton); or borrow elements of any performing arts such as dance, music, and circus. Some artists, e. g. the Viennese Actionists and neo-Dadaists, prefer to use the terms live art, action art, actions, intervention (see art intervention) or manoeuvre to describe their performing activities. As genres of performance art appear body art, fluxus-performance, happening, action poetry, and intermedia.

How Cell Phones Have Influenced The Media

How Cell Phones Have Influenced The Media It is not unfathomable that a 7th Mass Media may appear sometime in the not too distant future. This new mass media is the mobile phone or as some call it, the cell phone. With around 84 percent of American adults owning a cell phone, cell phone usage has already penetrated deep into our society. It is reported that two-thirds of cell phone users also use other features including texting, e-mailing, web browsing and apps (software applications that allow them to play games, access web content and access media or data). Only a third of Americans now use their cell phones just for making phone calls (Domain-b). CellularHYPERLINK http://www.articlesbase.com/computers-articles/how-cell-phones-have-changed-our-lives-432849.html HYPERLINK http://www.articlesbase.com/computers-articles/how-cell-phones-have-changed-our-lives-432849.htmlphones have had a major impact on our lives and the way that we perform everyday tasks. Many of these changes are apparent, while others we may not even be aw are of (Anonymous).A cell phone is the only universal gadget because the need to communicate is more powerful than the need to compute, to be entertained or to be informed (Ahonen 1). With a cell phone we get all of these things wrapped into one little neat device that fits right in our pocket. The cell phone is not the dumb little brother of the internet, nor the dumb tiny screen version of TV. Yes, the cell phone is small, but it has attributes that make it a superior medium in many ways and a dominating media channel in the three most important factors reach, audience accuracy and money (Ahonen 6). What Ahonen is saying is that while small in size, the cell phone will have a huge impact on mass media. The power of the mobile phone as a mass media is six elements not available on previous mass media. (1) The phone is the first truly personal media. A 2006 survey by wired revealed that 63% of the population does not share the phone even with ones spouse, it is that personal. (2) The phone is always carried. A survey in 2005 by BDDO found that 60% of the population sleeps with the phone physically in bed; a Nokia 2006 study found that 72% of us use the phone as our alarm clock. (3) The phone is the first always-on mass media, today many media offer alerts via the phone, what is on another real time media like TV, such as CNN breaking news alerts via SMS. Probably the most important, is that (4) the phone has a built-in payment mechanism. No other media has a built-in payment mechanism, even on the internet you have to subscribe to PayPal or provide a credit card, etc. But already today, older media collect payments through the phone. TV shows from Big Brother to American Idol earn bi llions via SMS votes. Perhaps the most novel phenomenon is that (5) the phone is a creative tool available always at the point of creative impulse. The camera phone (which is also our video recorder and podcast recorder) is in our pocket, always at the ready to snap images and clips. User-generated content is radically altering the media world as seen at YouTube etc. And (6), mobile is the only mass media with near-perfect audience information. Where most print are sold on newsstands and even subscriptions do not tell who in the household consumes the periodicals, and TV and radio rely on Nielsen ratings and similar audience estimates, the internet promised accurate audience measurements. That proved to be a false promise, as firewalls, shared PCs, multiple accounts, removed cookies and users deliberately falsifying their info have proven. But on cellular networks, every individual phone user is identified uniquely, across the billions of phones worldwide. Having a pre-paid account (voucher/pay-as-you-go) does not diminish the unique identification of every phone. Thus mobile for the first time offers near-perfect audience data (Ahonen). Mobiles are an integral part of our lives so much that many of us cannot remember a time without them. To have a mobile has become second nature and we are generally never separated from them we eat, breathe and, yes, even sleep with our mobile phones making them the most private and personal accessory we own today. And yet, there is still a lack of understanding about how mobile can be a powerful, complimentary mass media. It can be boiled down to two key differentiators: 1) mobile is interactive; and 2) mobile has unique features including SMS and MMS. These differentiators create something that no other media can the ability to respond to, initiate and maintain a dialogue between those wanting to communicate, whether they are family and friends, colleagues, or brands and advertisers (Ahonen, Foreward). Like the internet before it, today the phone can replicate everything the previous six mass media can do. You can consume newspapers, read magazine articles, listen to radio and podcasts, buy MP3 songs, watch TV, even watch whole movies on the phone. Any web content can be consumed on the phone, and the phone easily supersedes the interactivity of the web, because e-mail and IM are already on the phone, but SMS and MMS messaging are unique to mobile. Nick Wiggin, the head of the Mobile Marketing Association, says: The mobile phone will be the red-button technology of the future it will enable interaction with broadcast media, be that radio, posters or TV. Mobile is the media glue that links different communications solutions together (Bonello). These days people are all about portability we want to get news, listen to music, and even watch some of our favorite TV shows all on the go. Mobiles are an integral part of our lives, so much that many of us cannot remember a time without them. To have a mobile has become second nature and we are generally never separated from them. We eat, breathe and, yes, even sleep with our mobile phones, making them the most private and personal accessory we own today(Ahonen). The future will be even more mobile. We will be connecting more people, devices, pets, plants, etc all via mobile, not via the traditional internet or television or any other technology (Ahonen and Moore 55). Mobile is a simple solution for many people to simplify their lives and how they choose to get their information. Will cell phones phase out more traditional media such as print media, Television and Radio? This is still uncertain but largely people own twice as many cell phones as TV sets, there are three times as many cell phone subscribers as internet users, and four times as many cell phones as Personal Computers. Advertising, news, TV, internet giants, social networking and even Hollywood movies and printed books are now rushing to capture their share of this 7th mass media (Ahonen 1). Through about six decades of continuous evolution, the mobile phone has retained its relevance to the life of the modern man. At every stage in his growth curve, it has undergone metamorphosis, adding features and functionalities that make it even more indispensable. It started as an extension of the landline; a bridge between the home and office landlines. It found relevance in the need of the modern professional to remain in communication in and out of home or office, at play, in the car, at lunch and anywhere else. The mobile phone has since moved up from this simplistic role to become more actively involved in the way modern businesses are conducted (Awe). How has mobile changed news media? How many people get their news has largely changed. First was radio, then television, and then came the internet. So where does the cell phone fit into all of this? The cell phone is a valuable tool for both obtaining news and capturing it live. Chicago even has its very own 9-1-1 video call line where citizens send images from their cell phones to the police department if they witness a crime has been committed. The images from 9-1-1 callers will allow authorities to analyze emergency situations more objectively, says Jose Santiago the executive director of the citys Emergency Management and Communication.They also can be used as evidence in a criminal case, he said (Main). Portable news via a personal cell phone is accessible to the public 24/7 wherever that specific person may be; this has made news on the go a likely choice for anyone with a cell phone who wants to keep up with what is going on in the news. Nearly half of American adults say the y get at least some of their local news and information on their cell phone or tablet computer according to a survey by the Pew research center (Purcell, Rainey, Rosenstiel, and Mitchell). How we get our music is also changing due to the mobile phone. In adapting to an age where the passion for music, particularly among the young and the young at heart, has risen to obsessive proportions, mobile phones have largely become music devices. There are mobile phones on the market that are anything between a radio transistor and an MP 3 player. There are many that can give almost the same music experience as traditional music devices. Apart from downloading music for listening pleasure, mobile phone users can also download any music of their choice as ring tones (Awe). Music was the first content type to emerge as paid downloaded content to mobile phones 11 years ago. Today mobile is a giant new market opportunity for the music industry. (Ahonen 46). With so many changes and advancements in technology these days it is not surprising that music and how people get and listen to their music has transitioned as well. The portable music revolution has been with us for only a few y ears according to an article in Wired Magazine online, but we may see a slow transition from a standard mp3 player to a cell phone when it comes to music access and playback. This change will not be driven by cell phones that act like MP3 players, dishing out music that must be organized by the user. It wont even be about software that streams your own music to your phone. Instead, the next great thing in music technology will be cell phone applications that replicate the experience of listening to interactive, customized radio stations at a computer (Buskirk). According to Buskirk, interactive radio on your cell phone can replace your mp3 player. Most interactive radio services such as Pandora, Flycast, and AOL radio have free and paid versions for getting access to your music. Of course not everyone will automatically throw away their standard mp3 players in favor of this option. One of the downsides to accessing music via cell phone is that the music is streaming online so if you have no signal, then you have no music. Accessing music with our cell phone will become a viable option and will continue to grow in popularity but it will not totally replace other more traditional methods. Books are also transitioning. In fact, while items like the Amazon Kindle are popular portable reading devices, there is another portable device some others prefer, the cell phone. A growing number of people are getting their book fix via mobile phone. It is considered a more convenient method over the dedicated e readers available. The idea of downloading a book to a device you already own is most appealing to those on a budget or to those who simply do not want to carry something extra around all the time to access their books (Kharif). In this technology-enamored nation, the mobile phone has become widespread as an entertainment and communication device that reading e-mail, news headlines and weather forecasts, rather advanced mobile features by global standards, is routine. Now, Japans cell-phone users are turning pages. Tens of thousands of Japanese cell-phone owners are poring over full-length novels on their tiny screens. You can read whenever you have a spare moment, and you dont even need to use both hands, says Taro Matsumura, a 24-year-old graduate student who sometimes reads essays and serial novels on his phone. Such times could be just around the corner in the United States, where cell phones are become increasingly used for relaying data, including video, digital photos and music( Associated Press). It has also been noted that cell phones may be more important to the future of publishing than dedicated e-reading devices. Whereas in the US dedicated devices such as the Kindle, Nook, and iPad get most of the spotlight, these devices have been slow to make it to the rest of the world and so most people elsewhere read on their mobile phones. Since mobile phones tend to be considerably less expensive than e-book devices, in the developing world they are far more likely to be owned for other purposes already (Meadows). Using cell phones for internet access is also very popular these days. Although most people still access the Internet on a computer, the use of mobile devices to check e-mail or browse the Web is growing, outpacing even laptops in some markets, according to a new study (Associated Press). What is media convergence in relation to cell phones? Convergence is the process where several media channels come together to exist and operate in synergy or rather in harmony. A media convergence is basically seen in every persons cell phone, glance down at your palm and there sits a device that can click a photograph, edit and modify the same and also send it like a mail. Some people like to define media convergence simply by stating it to be a merger of mass media and communication outlets. In some cases multi utility of the same gadget or some media was also attributed to be a media convergence (K). By virtue of it always being with you, the mobile phone is the most personal of devices. Let us look at the following questions: How many of us have personal pictures on our mobile phones? (It holds our precious treasures) How many of us keep personal appointments or reminders on our mobile? (Like a personal assistant) Is our mobile phone used for an alarm? (We go to bed and wake up with it) Does our mobile phone serve as a GPS? (Gives directions helps us get to where we need to go) There are many uses and most importantly many personal uses for a cell phone because we are busy, always running around either for work or for home the mobile device has grown in importance , and continues to do so. Marketers know this and so does everyone else in the world. They want to interact with us as close to that moment of want as possible. That moment when we see something and we want it! They want to have a hand in creating that moment for us. Marketers, merchandisers and everyone else want to interact with us as much as possible and wherever we find ourselves. The mobile phone allows the message (whatever that may be) to reach us wherever we find ourselves. For many of us, where they find our mobile phone they will most likely find us! Thats why media convergence is taking place at the mobile phone. Not because of the phone but because of us (HC). Blogger Cdauphin states in his blog on Open Salon about Media Convergence and the smart phone: As an avid cell phone user I find that my use of the computer, a past necessity, seems to have gone downhill. Different mass media being converted into the newest technologies has been going on for decades, however I find that the technologies of the smart phones many of us use today has really taken this to a new level and opened up a whole new way of accessing as many media portals in one small device. So much of my life can now be found in this little device that fits in my pocket that my Internet, television and even book usage has gone down significantly. As a daily news addict I have not only changed from reading the newspaper to watching it on television, but now I get an alert on my phone from BBC News every time there is a new breaking story. Being interested in the happenings around the world no longer takes any effort- my phone does the work for me (Cdauphin). Mobile advertising is the next big thing according to an article in the Economist, last year spending on mobile ads was $871million worldwide. At the moment, most mobile advertising takes the form of text messages. The 2.5 billion mobile phones around the world can potentially reach a much bigger audience than the planets billion or so personal computers. The number of mobile phones in use is also growing much faster than the number of computers, especially in poorer countries. Better yet, most people carry their mobile with them everywheresomething that cannot be said of television or computers. Yet the biggest selling point of mobile ads is what marketing types call relevance. Advertisers believe that about half of all traditional advertising does not reach the right audience. Less effort and money is wasted with online advertising: half of it is sold on a pay-per-click basis, which means advertisers pay only when consumers click on an ad but mobile advertising through text message s is the most focused: if marketers use mobile firms profiles of their customers cleverly enough, they can tailor their advertisements to match each subscribers habits. While it is true that mobile phones have helped us connect and make changes in how we get our information on a day to day basis, there are also conflicting views on whether or not this is a good thing. Though cell phones can be wonderful, liberating tools of communication, freeing us from the confines of an office, and providing more leisure time, they often do the exact opposite. Cell phone use has blurred the boundaries between work and non-work time, increasing stress and tension within families and between friends. As Noelle Chesley, assistant professor of sociology at the University of Wisconsin at Milwaukee, explained in a report on CBS News, The question of blurred boundaries may become an irrelevant one for the next generation of workers, spouses, and parents because they cannot imagine life any other way. As Slate commented in his Adbusters essay, It seems the more connected we are, the more detached we become(Dangl). One of the greatest disadvantages of the cellular phone i s the fact that we do not talk to strangers when traveling anymore. In the past, several people waiting for a bus would engage in a conversation while they were waiting. People who traveled the same routes every day might develop friendships along the way. This situation does not happen anymore. Today when people are waiting for a bus, they just pull out their cell phones and speak with old friends, missing out on the opportunity to make new ones. In large cities, many people do not know their neighbors, even though they may have lived in the same neighborhood for years. As a society, we are beginning to lose the face-to-face contact that was such an important part of our lives in the past. Cell phones are a great asset in aiding in our everyday lives. However, you should remember, however, to hang up every once in a while and pay attention to the world around you (Anonymous).

Impact of Social Processes on Services and Users

Impact of Social Processes on Services and Users 3.2 Analyse how social processes impact on users of health and social care services The Social process can be defined as the pattern of social interaction that in turn has a changing effect on society over a set period of time (Bain, 2017). It plays a vital role in shaping society. Social processes can impact on users of health and social care service. Processes that lead to marginalisation, isolation and exclusion e.g poverty, unemployment, poor health, disablement, lack of education and other sources of disadvantage can have a negative impact on the demand for health and social care services. Social processes can also impact health and social care services in due to a variety of socio economic factors such family, community, peer groups, social class, values, attitudes, gender, income, expenditure, employment status, housing, media, cultural beliefs, discrimination, education and bullying. Family This refers to genetic relationships (blood ties) or by marriage. There are 4 types of families; extended: including mother father grandparents and other relatives, nuclear:Â   including only mother, father and children, reconstituted: similar to nuclear but not all children are biologically related to both parents and lone parent: a single parent with child. It is where our first emotional relationship takes place. It should be noted that a stressful family environment can influence negatively and affect self-confidence (Boundless, 2017). A warm and pleasant family atmosphere will allow for increased feeling of safety and comfort and therefore enhance confidence and creativity. Community This looks at how a grouped social order such as the local community can affect people. It includes places of religious worship, educational and recreational institutions. The community in which someone is brought up will influence their values, attitudes and beliefs. An individual brought up in a supportive community is likely do better than those that are isolated. Peer groups People of your own age also affect our development especially in the adolescent stage of life. Examples of peer group influences include smoking because most of a persons peers taking it up. If people hang around with negatively influential people it will influence negatively on their values, attitudes and beliefs. Peer groups can be a positive by influencing for example in political socialization (Boundless, 2017). Social class and employment Your occupation or your parents occupation determine your social class. People from the higher social class have enjoyed good health and lived longer on average than people of a lower social class (Ford et al, 2017). This may be because they earn more money and have a better living condition etc. low income individuals live in poor environment with more stress and crime. Income and expenditure Income comes from various sources such as from wages, benefit, sale of property, interest on savings and profit from business. People who live on very low income are typically lone-parents, unemployed, and elderly, sick or disables, unskilled workers. The economic resources that you or your family have make a lot of difference to the quality of life that people have (Ford et al., 2017). This is related to social class as the more income you have the more increased your social class will be; this is due to the increased ability to be self-sufficient. With increased income your expenditure can increase showing your increase in class. An example can be seen in buying an expensive car; by having an expensive car you are perceived to be wealthy and therefore is a sign of higher social class. Employment If you or your parents are out of work you may life on benefit which is low income. You will end up living in poor accommodation and settlements which will in turn affect your development (Ford et al., 2017). Housing When you have a high income you can take out a mortgage and buy a good house. And decide where you want to live. If you have a low income then you have less choice. Live in council estates or densely populated areas. These areas are associated with poor health, increased crime in the neighborhood, more noise from high density housing, stress from overcrowding and lack of privacy (Ford et al., 2017). Media Communities and families are influenced by the information and opinions communicated by the media. This include the newspapers, radio, TV internet, adverts magazines and poster. An example of positive influences can be from listening to debates and informative shows, these can encourage people to better question the world around them and fuel the hunger for knowledge which help them understand and improve their lives for the better. A negative influence could be in the watching of violent films and radicalization online or on TV this can be detrimental to the community resulting in more crime and fear amongst locals. Culture and beliefs A culture can be identified by distinct aspects of the language, self-presentation, religion, music, art, architecture, and literature. It is the collection of values beliefs customs and behaviors. Children learn the customs associated with their family culture during childhood. They later learn the culture of the local community and end up sharing the same beliefs about religion and other issues. but now with the use of internet and how multicultural the society is, people can choose to identify with any culture (Boundless, 2017). Discrimination When people are discriminated against because of their race, beliefs gender, religion, sexuality or mental ability, they lose confidence, have a low self-esteem, become isolated, depressed, anxious, and feel angry and frustrated. They will withdraw and be stressed. This will lead to a poor mental health. They will also feel vulnerable and unsafe. This is when an individual is harassed or oppressed or intimidated by other people. Discrimination may result in bullying and hence people who are bullied will experience the same consequences of discrimination. Education Schools from deprived areas are overcrowded and most of the time the children do not do well. This is opposite for schools in affluent areas where children have more learning opportunities. Hence where a child goes to school can also determine what they become in future (Boundless, 2017). Social Processes: In high dense population areas with low income, unemployment, poor health, disablement, lack of education and other sources has an impact of Socio Economic factors. On the other hand, areas with high income and less population do not suffer any anti-social problems. They are highly educated and earn good wages. They also live in big houses with less people. Health and social care services need to be attuned to the social processes of the area being able to cater to a diverse society addressing concepts including prejudice, interpersonal, institutional and structural discrimination, empowerment and anti-discriminatory practices. Social process can affect health and social care services through lifestyle factors. This is the way we choose to live our lives and spend our time and money. This can influence our development through nutrition and dietary choices, exercise, stress and substance abuse. Other factors that can influence development can be seen in the environment. These factors include; aaccess to leisure/recreational facilities, access to health and social care services, access to employment and income, aaccess to education and water and sanitation/pollution. References Bain, R. (2017). The Concept of Social Process. [online] Brocku. Available at: https://brocku.ca/MeadProject/Bain/Bain_1932a.html [Accessed 6 Feb. 2017]. Boundless. (2017). Family, Peers, Church, and School. [online] Available at: https://www.boundless.com/political-science/textbooks/boundless-political-science-textbook/public-opinion-6/forming-public-opinion-45/family-peers-church-and-school-260-5674/ [Accessed 6 Feb. 2017]. Ford, S., Ford, S., Ford, S. and Stephenson, J. (2017). Social class and its influence on health. [online] Nursing Times. Available at: https://www.nursingtimes.net/clinical-archive/public-health/social-class-and-its-influence-on-health/5091017.article [Accessed 6 Feb. 2017].

Purpose of the Monetary and Fiscal Policies in America :: Economy

Purpose of the Monetary and Fiscal Policies in America The Monetary and Fiscal Policies, although controlled by two different organizations, are the ways that our economy is kept under control. Both policies have their strengths and weaknesses, some situations favoring use of both policies, but most of the time, only one is necessary. The monetary policy is the act of regulating the money supply by the Federal Reserve Board of Governors, currently headed by Alan Greenspan. One of the main responsibilities of the Federal Reserve System is to regulate the money supply so as to keep production, prices, and employment stable. The â€Å"Fed† has three tools to manipulate the money supply. They are the reserve requirement, open market operations, and the discount rate. The most powerful tool available is the reserve requirement. The reserve requirement is the percentage of money that the bank is not allowed to loan out. If it is lowered, banks are required to keep less money, and so more money is put out into circulation (theoretically). If it is raised, then banks may have to collect on some loans to meet the new reserve requirement. The tool known as open market operations influences money and credit operations by buying and selling of government securities on the open market. This is used to control overall money supply. If the Fed believes there is not enough money in circulation, then they will buy the securities from member banks. If the Fed believes there is too much money in the economy, they will sell the

Brown v. Board of Education: A Civil Rights Milestone Essay -- Ending

â€Å"’The Supreme Court decision [on Brown vs. Board of Education of Topeka, Kansas] is the greatest victory for the Negro people since the Emancipation Proclamation,’ Harlem’s Amsterdam News exclaimed. ‘It will alleviate troubles in many other fields.’ The Chicago Defender added, ‘this means the beginning of the end of the dual society in American life and the system†¦of segregation which supports it.’†   Ã‚  Ã‚  Ã‚  Ã‚  Oliver Brown, father of Linda Brown decided that his third grade daughter should not have to walk one mile through a railroad switchyard just to get to the bus stop before she could even get to the separate Negro school for her area. He attempted to enroll her in the white public school only three blocks from their home, but her enrollment was denied due to her race. The browns believed this was a violation of their rights, and took their case to the courts. This wasn’t the first time that blacks found their constitutional rights violated. After the civil war, laws were passed to continue the separation of blacks and whites throughout the southern states, starting with the Jim Crow laws which officially segregated the whites from the black. It wasn’t until 1896 in Plessy vs. Ferguson that black people even began to see equality as an option. Nothing changed in the world until 1954 when the historical ruling of Brown vs. The Board of Education that an ything changed. Until then, all stores, restaurants, schools and public places were deemed ‘separate but equal’ through the Plessy vs. Ferguson ruling in 1896. Many cases just like the Brown vs. Board of Education were taken to the Supreme Court together in a class action suite. The world changed when nine justices made the decision to deem segregation in public schools unconstitutional.   Ã‚  Ã‚  Ã‚  Ã‚  After the Civil War, white southerners had to figure out ways to continue feeling superior to their former slaves. Anxious to regain power over former slaves, southerners created the Black Codes of 1865. These codes were different from state to state, but most held similar restrictions. If blacks were unemployed, they could be arrested and charged with vagrancy. White Southerners believed blacks were to only work as agricultural laborers so the laws also restricted their hours of labor, duties, and behavior. Additionally, the codes prevented the raising of their own crops by black people. They were prohibited from ent... ...south. Because of the decision of nine justices of the Supreme Court, the term ‘separate but equal’ was eliminated when it came to schools, and opened the door for integration of restaurants and all public places. Bibliography African-American History News Letter. â€Å"The Black Codes of 1865†. Web. 25 May 2015. http://afroamhistory.about.com/library/weekly/aa121900a.htm. Beggs, Gordon. The American University Law Review. "Novel Expert evidence in federal civil rights litigation.† 1995. Brown V. Board of Education. â€Å"About the Case.† BrownvBoard.org Web. 25 May 2015. www.brownvboard.org Patterson, James T. Brown v. Board of Education a civil Rights Milestone and it’s Troubled Legacy. Oxford University Press. New York 2001. Perry, Imani. "Five myths about Brown v. Board of Education" The Washington Post. May 16, 2014. Web. 25 May 2015. http://www.washingtonpost.com/opinions/five-myths-about-brown-v-board-of-education/2014/05/16/fd84b82c-dc3b-11e3-8009-71de85b9c527_story.html Robinson, Susan. â€Å"A Day in Black History: Plessy Vs. Ferguson†. Gibbs Magazine. October 2008. Web. 25 May 2015. Sitkoff, Harvard. The Struggle for Black Equality. 2008

Fairwood Annual Report

Contents Corporate Information Highlights and Financial Calendar Chairman’s Statement Financial Review Pro? le of Directors Report of the Directors Corporate Governance Report Independent Auditor’s Report Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Cash Flow Statement Notes to the Financial Statements Principal Subsidiaries Five-Year Group Financial Summary Investment Properties Held by the Group 2 4 6 12 15 18 33 41 43 44 45 47 48 49 51 131 134 136Corporate Information BOARD OF DIRECTORS Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To AUDIT COMMITTEE Peter Wan Kam To (Chairman) Ng Chi Keung Jos eph Chan Kai Nin Tony Tsoi Tong Hoo REMUNERATION COMMITTEE Joseph Chan Kai Nin (Chairman) Ng Chi Keung Peter Lau Kwok Kuen NOMINATION COMMITTEE Dennis Lo Hoi Yeung (Chairman) Peter Lau Kwok Kuen Peter Wan Kam To COMPANY SECRETARYMak Yee Mei AUDITOR KPMG SOLICITORS Mayer Brown JSM Reed Smith Richards Butler 2 FAIRWOOD HOLDINGS LIMITED PUBLIC RELATIONS CONSULTANT Strategic Financial Relations Limited Unit A, 29/F, Admiralty Centre 1 18 Harcourt Road, Hong Kong A PRINCIPAL BANKERS Standard Chartered Bank (Hong Kong) Limited The Bank of East Asia, Limited DBS Bank (Hong Kong) Limited The Hongkong and Shanghai Banking Corporation Limited The Bank of Tokyo-Mitsubishi UFJ, Limited Hang Seng Bank Limited Nanyang Commercial Bank, Limited Chong Hing Bank Limited Bank of China (Hong Kong) Limited UBS AG UFJ UBS AG REGISTERED OFFICECanon’s Court, 22 Victoria Street Hamilton HM12, Bermuda Canon’s Court, 22 Victoria Street Hamilton HM12, Bermuda HEAD OFFICE AND PRINCIPAL PLACE OF BU SINESS 2/F, TRP Commercial Centre 18 Tanner Road, North Point, Hong Kong PRINCIPAL REGISTRAR AND TRANSFER OFFICE HSBC Securities Services (Bermuda) Limited 6 Front Street, Hamilton HM11 Bermuda HSBC Securities Services (Bermuda) Limited 6 Front Street, Hamilton HM11 Bermuda HONG KONG BRANCH REGISTRAR AND TRANSFER OFFICE Computershare Hong Kong Investor Services Limited Rooms 1712-6, 17/F, Hopewell Centre 183 Queen’s Road East, Hong Kong WEBSITE www. fairwood. om. hk www. fairwood. com. hk STOCK CODE 52 52 3 Highlights and Financial Calendar HIGHLIGHTS 18. 295 9. 8% 1. 306 5. 4% 38. 0 40. 0 39% 100. 0 72. 0 16. 659 1. 238 Turnover was HK$1,829. 5 million (2011: HK$1,665. 9 million), up 9. 8% Pro? t was HK$130. 6 million (2011: HK$123. 8 million), up 5. 4% Proposed final dividend of HK38. 0 cents per share and a special final dividend of HK40. 0 cents per share to commemorate the 40th anniversary, representing a total dividend per share for the year increased by 39% to HK100. 0 cents (2011: HK72. 0 cents) Gross pro? t margin was 13. 4% (2011: 14. 5%) 24. 6% 98. 5 Return on average equity1 was 24. 1% (2011: 24. 6%) Basic earnings per share were HK104. 45 cents (2011: HK98. 55 cents) The year 2012 marked the 40th anniversary of Fairwood, our efforts had been recognised and obtained a number of awards related to brand, service and human resources management during the year 1 Note 1: Return on average equity is de? ned as pro? t for the year attributable to equity shareholders of the Company excluding the compensation received for surrender of a tenancy lease and the gain on disposal of non-current assets held for sale against the average total equity at the beginning and the end of the year 3. 4% 1 14. 5% 24. 1% 104. 45 FINANCIAL CALENDAR Interim results announcement Paid date of the interim dividend Annual results announcement 29 November 2011 23 December 2011 27 June 2012 Closure of register of members – Annual general meeting – Proposed fina l and special final dividends 7 September 2012 to 11 September 2012 (both days inclusive) 18 September 2012 to 20 September 2012 (both days inclusive) 11 September 2012 On or before 3 October 2012 Annual general meeting Payable date of the final and special final dividends 4 FAIRWOOD HOLDINGS LIMITED TURNOVER (HK$’m)PROFIT ATTRIBUTABLE TO EQUITY SHAREHOLDERS (HK$’m) 2,100 1,800 6% GR CA 1,665 1,665. 9 1,665. 9 ,665 1,562. 3 ,56 160 1,829. 5 1,829. 5 ,829. 5 140 120 100 101. 0 101. 0 0 0 % R7 AG C 130. 6 123 8 123. 8 1,500 1,200 1,433. 5 1,465. 5 1,465. 5 , ,465 93. 3 80. 0 80 900 60 600 300 0 40 20 0 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 CAGR: Compound Annual Growth Rate BASIC EARNINGS PER SHARE (HK cents) NET ASSETS (HK$’m) 100 98. 55 104. 45 104. 45 500 467. 7 503. 7 80 79. 02 74. 21 450 412. 6 63. 56 400 370. 0 374. 9 60 350 40 300 20 250 0 2008 2009 2010 2011 2012 200 2008 2009 2010 011 2012 5 Chairman’s Statement TO OUR SHAREHOLDERS On be half of the Board of Directors (the â€Å"Board†), I am pleased to present the annual results of Fairwood Holdings Limited (the â€Å"Company†) and its subsidiaries (collectively referred to as the â€Å"Group†) for the year ended 31 March 2012. FINANCIAL RESULTS 9. 8% 16. 659 1. 306 5. 4% 1,350 1,560 8. 2% 1. 082 18. 295 13. 4% 14. 5% 1. 238 During the year under review, the Group recorded a turnover of HK$1,829. 5 million, up 9. 8% over the previous year (2011: HK$1,665. 9 million). Gross pro? t margin registered a slight decrease to 13. % (2011: 14. 5%). Pro? t attributable to equity shareholders was HK$130. 6 million (2011: HK$123. 8 million), representing a rise of 5. 4%. Excluding the compensation received for surrender of a tenancy lease of HK$13. 5 million and the gain of HK$15. 6 million on property disposal last year, pro? t from core operating activities registered a year-on-year increase of 8. 2% to HK$117. 1 million (2011: HK$108. 2 million). Basic earnings per share were HK104. 45 cents (2011: HK98. 55 cents). 1. 171 104. 45 98. 55 DIVIDENDS 38. 0 32. 0 12. 0 22. 0 20. 0 100. 0 72. 0 95% 8. 40. 0 The Board recommends to pay a ? nal dividend of HK38. 0 cents (2011: HK32. 0 cents) per share and a special ? nal dividend of HK40. 0 cents (2011: HK12. 0 cents) per share for the year ended 31 March 2012. Together with the interim dividend of HK22. 0 cents (2011: HK20. 0 cents and a special interim dividend of HK8. 0 cents) per share paid during the year, the total dividend for the year ended 31 March 2012 amounts to HK100. 0 cents (2011: HK72. 0 cents) per share, representing a total distribution of approximately 95% of the Group’s pro? t for the year.The proposed ? nal and special ? nal dividends will be paid on or before Wednesday, 3 October 2012 to shareholders whose names appear on the Register of Members of the Company at the close of business on Thursday, 20 September 2012. 6 FAIRWOOD HOLDINGS LIMITED BUSINESS REVIEW H ong Kong The Hong Kong market continued to deliver satisfactory results in the 2011/12 ? nancial year, with both turnover and same store sales achieving pleasing growth, contributed by our higher value innovative products, astute pricing strategy, and well-planned network expansion. The operating nvironment was challenging partially due to the minimum wage legislation coming into effect, along with a continuous rise of food costs and rental levels. However, we are delighted that we managed to overcome the hurdles and maintained a solid gross pro? t margin. Over the years, our visionary management team has evaluated a variety of means to improve competitiveness. The central food processing plant, the SAP Enterprise Resources Planning System, and the ? exible scheduling shift were measures that enabled us to stand out from our peers and sustain bottom-line growth despite changes in the market environment.Our central food processing plant in Tai Po is now in full operation, standardisi ng food quality and delivering an assured supply of safe, high-quality products at competitive prices. Through continuous efforts in improving ef? ciency and economies of scale, we have been able to lower both food and labour costs further. In addition to our core fast food business, we have developed more specialty restaurant brands targeting different consumer segments. Kenting Tea House, Buddies Cafe and Curry Factory have been in operation in the Hong Kong market.Our plan is to introduce these specialty restaurants to Mainland China when the business models are strengthened. SAP 7 Chairman’s Statement 19. 1% Mainland China Fairwood has adopted an expansion strategy in Mainland China during the year. Recognised for our quality, our stores are highly popular among the locals, and we have also extended our network of restaurants to major northern cities such as Beijing and Tianjin. Over the years, we have made headway in understanding the market by conducting market research which has enabled us to successfully capture local consumers’ palates and preferences.The results of our efforts have been positive with an excellent sales growth of 19. 1% recorded for the past year. We will continue to expand our business and to strengthen the pillars of our brand in Mainland China. Network During the year under review, the Group opened 10 new fast food stores including 6 in Hong Kong and 4 in Mainland China. As at 31 March 2012, the Group has a total of 108 stores in operation in Hong Kong, including 101 fast food stores, 2 Buddies Cafes and 5 specialty restaurants.In Mainland China, the Group operates 19 fast food stores. Corporate Recognition We believe that people and customers should always come ? rst, and thus have continuously strived to satisfy the needs of customers through the quality of both the food and the dining experience to deliver the pledge of our brand. The management is delighted to see its efforts acknowledged by the business community through various accolades received during the year. The Group has been honoured with awards in three main sectors – Brand, Service, and Human Resources Management.Our efforts have been recognised in the brand-related awards that we have garnered as follows during the year: 8 FAIRWOOD HOLDINGS LIMITED – 2011 – â€Å"Hong Kong Top Service Brand Awards 2011† by The Chinese Manufacturers’ Association of Hong Kong and Hong Kong Brand Development Council â€Å"Hong Kong Proud Brands Award† by The Chinese University of Hong Kong and Ming Pao Newspapers Limited Excellent service can enhance customer loyalty through offering a comfortable and enjoyable dining experience.Our commitment has been rewarded by the following service-related awards we received during the year: 2011 – â€Å"2011 Hong Kong Awards for Industries: Customer Service Grand Award† by the Hong Kong Retail Management Association â€Å"Service & Courtesy Award† b y the Hong Kong Retail Management Association â€Å"Customer Service Excellence Award† by the Hong Kong Association for Customer Service Excellence â€Å"Hong Kong International Airport Customer Service Excellence Programme: Team Award and Individual Award† by The Airport Authority Hong Kong â€Å"2011 Total QualityService Regime: Quality Service Award in the General Retail – Food and Beverage (Self-serve) Category† by MTR Corporation – – – 2011 – By adhering to our motto: â€Å"Enjoy Great Food, Live a Great Life†, we care for our employees as well as our customers.We are pleased that our efforts in implementing family-friendly employment policies and practices within and beyond the working environment have been acknowledged in the following citations and awards: 2011 ERB – – – â€Å"2011 Distinguished Family-Friendly Employer† by the Family Council â€Å"ERB Manpower Development Scheme Awar d† by the Employees Retraining Board â€Å"Catering Industry Safety Awards† by the Labour Department and Occupational Safety & Health Council 9 Chairman’s Statement PROSPECTS , , , , , As we embark on our 40th year of operation, we will continue to step up our efforts in gaining insights into consumer preferences while closely monitoring the market situation in Hong Kong and Mainland China so that we could align our strategies to achieve the optimal performance. We are optimistic that we can advance our business forward in this year of historical significance for the Group. At the same time, we will remain committed to our stakeholders and the community. In particular, we will further strengthen our relationships with our consumers, suppliers, employees and shareholders.Our efforts have earned us continuous support from customers over the course of four decades. Our first priority has always been to deliver a consistently excellent dining experience by pro viding quality food and service at an affordable price. Innovative delicious products, exciting marketing promotions and creative advertising campaigns are also planned for the coming year to attract more customers. Underpinning all of our efforts is our unwavering commitment to soliciting our customers’ opinions and endeavouring our best to improve our menu and products to meet their preference and maintain their loyalty.At Fairwood, our suppliers are important to our success and we treat them as our long term partners. We will continue to adopt a global procurement strategy to source authentic and quality raw materials and to proactively control food costs. Furthermore, it is highly essential for us to maintain good relationships while closely monitoring both our new and existing vendors to ensure an uninterrupted supply of tasty food that our customers have come to expect. , ?, , ,? , ,? ?, , , , , ,? , , , 10 FAIRWOOD HOLDINGS LIMITED One of the most impor tant factors behind our success is our highly experienced and loyal employees. Our employees are treated as members of a big family; their job satisfaction is thus one of our key concerns. Towards this end, the management encourages work-life balance by introducing internal and external activities for colleagues’ bene? and enjoyment. Moreover, we continue to provide comprehensive on-the-job training and reward our top performing employees accordingly. Last but not least, we believe ongoing communication and operational transparency are the keys to sustaining our relationship with our shareholders. As always, we will pay attention to our shareholders’ advice, strengthen our business model, improve our competitiveness, and achieve satisfactory returns in appreciation of their loyalty and support. APPRECIATIONStepping into Fairwood’s 40th anniversary, I would like to once again express my deepest appreciation to our dedicated staff and management team. It has not b een easy tackling the various challenges over the years, yet hand-in-hand we have managed to weather through good and bad times. I also wish to extend my gratitude to our customers, fellow directors, business partners and shareholders, for their valuable contributions and support down through the years. I am proud to be part of the Fairwood family, and we look forward to celebrating more decades of success together.Dennis Lo Hoi Yeung Executive Chairman Hong Kong, 27 June 2012 11 Financial Review Liquidity and Financial Resources 8. 068 8,400 3. 559 3. 346 2. 506 1. 5 5. 037 4. 677 The Group ? nances its business with internally generated cash ? ows and available banking facilities. At 31 March 2012, the Group had bank deposits and cash amounting to HK$265. 3 million (2011: HK$253. 7 million), representing an increase of 4. 6% from 2011. Most bank deposits and cash were denominated in Hong Kong dollars, United States dollars and Renminbi. At 31 March 2012, the Group had total bank l oans of HK$31. million denominated in Hong Kong dollars (2011: HK$41. 9 million denominated in Hong Kong dollars and Renminbi). All of the Group’s bank borrowings were subject to the ? oating rate basis and the maturity of borrowings are up to 2019. The unutilised banking facilities were HK$271. 1 million (2011: HK$270. 6 million). The gearing ratio of the Group dropped to 6. 2% (2011: 9. 0%), which was calculated based on the total bank loans over total equity. 1. 3 2. 444 7. 809 1. 115 At 31 March 2012, the Group had total assets of HK$806. 8 million (2011: HK$780. 9 million).The Group’s working capital was HK$111. 5 million (2011: HK$84. 0 million), represented by total current assets of HK$355. 9 million (2011: HK$334. 6 million) against total current liabilities of HK$244. 4 million (2011: HK$250. 6 million). Current ratio, being the proportion of total current assets against total current liabilities, was 1. 5 (2011: 1. 3). Total equity was HK$503. 7 million (201 1: HK$467. 7 million). 2. 653 4. 6% 2. 537 3,100 4,190 2. 711 9. 0% 2. 706 6. 2% Pro? tability 24. 1% 24. 6% Return on average equity was 24. 1% (2011: 24. 6%), being pro? s attributable to equity shareholders of the Company excluding the compensation received for surrender of a tenancy lease and the gain on disposal of non-current assets held for sale against the average total equity at the beginning and the end of the year. 12 FAIRWOOD HOLDINGS LIMITED Capital Expenditure 6,840 6,650 During the year, the capital expenditure was approximately HK$68. 4 million (2011: HK$66. 5 million) and these amounts were mainly used for new and existing shops renovation. Financial Risk Management The Group’s receipts and expenditures were mainly denominated in Hong Kong dollars and Renminbi.The impact of the ? uctuation in exchange rate is immaterial to the Group’s ? nancial position. The Group is exposed to foreign currency risk primarily through cash at bank that are denominated i n a currency other than the functional currency of the operations to which they relate. The currencies giving rise to this risk are primarily United States dollars and Renminbi. As United States dollar is pegged to Hong Kong dollar, the Group does not expect any signi? cant movements in the United States dollar/Hong Kong dollar exchange rate.The Group ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates where necessary to address short term imbalances. For the purpose of offsetting the exposure of the interest rate ? uctuation, the Group had entered certain forward interest rate swaps with ? nancial institutions. The swaps were arranged to match the maturity of the repayment schedule of certain bank loans with the maturity over the next 4. 5 years and had the ? xed swap rates ranging from 2. 63% to 2. 74%. 4. 5 2. 74% 2. 63% Charges on Group’s AssetsAt 31 March 2012, the net book value of properties pledged as secu rity for banking facilities granted to certain subsidiaries of the Group amounted to HK$48. 3 million (2011: HK$48. 3 million) and no bank deposits and cash was used to pledge any loans or banking facilities. 4,830 4,830 Commitments 4,570 4,140 2,020 2,370 The Group’s capital commitments outstanding at 31 March 2012 were HK$45. 7 million (2011: HK$41. 4 million). Included in capital commitment outstanding at 31 March 2012 was an amount of HK$20. 2 million (2011: HK$23. 7 million) for the future development of the central food processing plant.In addition, the Group had other outstanding commitments of HK$0. 9 million at 31 March 2012 (2011: HK$8. 6 million) in respect of the contracting fee for operation of a fast food restaurant not provided for in the ? nancial statements. 90 860 13 Financial Review Contingent Liabilities At 31 March 2012, guarantees are given to banks by the Company in respect of mortgage loans and other banking facilities extended to certain wholly-owned subsidiaries. As at the end of the reporting period, the Directors do not consider it probable that a claim will be made against the Company under the guarantee arrangements.The maximum liability of the Company at the end of the reporting period under the guarantee is the amount of the facilities drawn down by all the subsidiaries that are covered by the guarantees, being HK$77. 6 million (2011: HK$84. 0 million). The Company has not recognised any deferred income in respect of the guarantee as its fair value cannot be reliably measured and there is no transaction price. 7,760 8,400 Employee Information 4,600 4. 434 4,600 5. 061 At 31 March 2012, the total number of employees of the Group was approximately 4,600 (2011: 4,600).Staff costs for the year were approximately HK$506. 1 million (2011: HK$443. 4 million). Employees’ remuneration is commensurate with their job nature, quali? cations and experience. Salaries and wages are normally reviewed annually based on performance appraisals and other relevant factors. The Group continues to offer competitive remuneration packages, share options and bonus to eligible staff, based on the performance of the Group and the individual employees. Also, the Group has committed to provide related training programme to improve the quality, competence and skills of all staff. 14FAIRWOOD HOLDINGS LIMITED Pro? le of Directors Executive Directors ^ Neblett Investments Limited XV Mr Dennis Lo Hoi Yeung^, aged 60, is the Executive Chairman of the Company. He graduated from the Parsons School of Design with a Bachelor Degree in Fine Arts and also attended a course on food and beverage management at New York University. After completion of his studies in the U. S. A. in 1977, Mr Lo returned to Hong Kong and obtained a Master Degree in Business Administration. In 1981, Mr Lo joined Fairwood Fast Food Limited. In 1991, he played a major role in the listing of the Company.Mr Lo was the Managing Director of the Company from 1991 to 1999. He was appointed the Chairman and Chief Executive of the Company in January 2000. On 1 January 2009, Mr Lo relinquished his role as Chief Executive but remained as the Executive Chairman of the Company. He is also a director of various subsidiaries of the Company. Mr Lo is a director of Neblett Investments Limited which has discloseable interests in the shares of the Company under the provisions of Part XV of the Securities and Futures Ordinance. Mr Chan Chee Shing, aged 58, is the Chief Executive Of? er of the Company. He received a Bachelor of Arts Degree in Economics from the University of Manitoba, Canada in 1977 and a Master of Business Administration Degree from the University of East Asia, Macau in 1987. Mr Chan has over 30 years’ experience in marketing. Prior to joining the Group, he worked as a senior executive for a restaurant group which is listed on The Stock Exchange of Hong Kong Limited (the â€Å"Stock Exchange†). Mr Chan joined the Group in 19 95. He was appointed a Director of the Company in January 1998 and was appointed Chief Executive Of? er of the Company on 1 January 2009. Mr Chan is also a director of various subsidiaries of the Company. Ms Mak Yee Mei, aged 45, is the Executive Director of the Company. She holds a Bachelor of Science Degree in Economics, a Master of Science Degree in Finance and a Master Degree in Business Administration. She is an Associate Member of the Institute of Chartered Accountants in England and Wales and the Chartered Institute of Management Accountants as well as a Fellow Member of the Association of Chartered Certi? ed Accountants and the Hong Kong Institute of Certi? d Public Accountants. Ms Mak has extensive experience in auditing, accounting and ? nancial management. Prior to joining the Company, she had held senior management positions in several companies the securities of which are listed on the Stock Exchange. Ms Mak joined the Company in 2004 and was appointed Executive Directo r, Company Secretary and Authorized Representative of the Company on 1 January 2010. She is also a director of various subsidiaries of the Company. 15 Pro? le of Directors Non-executive Director *# Mr Ng Chi Keung*#, aged 63, is the Non-executive Director of the Company.He holds a Master Degree in Business Administration. He is an Associate Member of the Institute of Chartered Accountants in England and Wales, the Hong Kong Institute of Certi? ed Public Accountants and the Chartered Institute of Management Accountants. Mr Ng has over 30 years’ experience in ? nance and management. Prior to joining the Group, he held senior management positions with a number of well-known local and overseas multinational companies. Mr Ng joined the Group in 1994 and was appointed a Director of the Company in November 1995.He was re-designated as a Non-executive Director of the Company from 1 January 2010 following his retirement from the Group. At the same time, Mr Ng was also appointed as a m ember of the Audit Committee and remains as a member of the Remuneration Committee of the Company. Mr Ng is an Independent Nonexecutive Director of Soundwill Holdings Limited which is listed on the main board of the Stock Exchange. Independent Non-executive Directors *# Mr Joseph Chan Kai Nin*#, aged 64, was appointed an Independent Non-executive Director in 1991.He graduated from The University of Hong Kong, the University of Strathclyde and The Chinese University of Hong Kong. He holds a Bachelor of Arts Degree, a Diploma in Social Work, a Master of Business Administration Degree and a Master of Education Degree. He is a Fellow Member of the Institute of Human Resources Management. Mr Chan has over 30 years’ experience in human resources development in public, commercial and educational sectors. He is currently Director of the Student Development Services, City University of Hong Kong.Dr Peter Lau Kwok Kuen#^, aged 59, was appointed an Independent Non-executive Director in September 2000. He holds a Doctorate Degree in Business Administration from The Hong Kong Polytechnic University, an MBA Degree from the University of Calgary in Canada and a Master of Buddhist Studies from The University of Hong Kong. He is a member of The Canadian Institute of Chartered Accountants and the Society of Certi? ed Management Accountants of Canada. Dr Lau had over 12 years of management and accounting experience in the private and public sectors in Canada prior to returning to Hong Kong in 1987.Dr Lau is currently the Chairman and Chief Executive of Giordano International Limited and was an Independent Non-executive Director of Hsin Chong Construction Group Limited from 2002 to 2010, both of which are listed on the main board of the Stock Exchange. He also serves as an ex-of? cio member of the Faculty Advisory Committee of the Faculty of Business at The Hong Kong Polytechnic University as well as Adjunct Professor of Marketing at City University of Hong Kong. #^ 16 FAI RWOOD HOLDINGS LIMITED * Data Modul AG Mr Tony Tsoi Tong Hoo*, aged 47, was appointed an Independent Non-executive Director in November 2008.He graduated from the University of Western Ontario, Canada with an Honours Degree in Business Administration in 1986. Mr Tsoi is an Executive Director and the Chief Executive Of? cer of Varitronix International Limited, an Executive Director of ReOrient Group Limited, a Nonexecutive Director of China WindPower Group Limited and Zhidao International (Holdings) Limited (formerly known as â€Å"Ocean Grand Holdings Limited†), all of which are listed on the main board of the Stock Exchange. He is also the Deputy Chairman of the supervisory board of Data Modul AG, which is listed on the Frankfurt Stock Exchange.Mr Peter Wan Kam To*^, aged 59, was appointed an Independent Non-executive Director of the Company and the Chairman of the Company’s Audit Committee in September 2009. He is a Fellow Member of Hong Kong Institute of Certi? ed P ublic Accountants and the Association of Chartered Certi? ed Accountants. Mr Wan was a former partner of PricewaterhouseCoopers Hong Kong and China ? rm. He has been a practicing accountant in Hong Kong for over 30 years and has extensive experience in auditing, ? nance, advisory and management.Mr Wan is currently an Independent Director of Mindray Medical International Limited (a company listed on the New York Stock Exchange, USA) and RDA Microelectronics, Inc. (a company listed on the NASDAQ). Mr Wan is also an Independent Non-executive Director of several companies listed on the Stock Exchange, namely China Resources Land Limited, Dalian Port (PDA) Company Limited, GreaterChina Professional Services Limited and Huaneng Renewables Corporation Limited. He was formerly an Independent Non-executive Director of Real Gold Mining Limited, which is listed on the main board of the Stock Exchange. # ^ *^ * # ^ Member of the Audit Committee Member of the Remuneration Committee Member of the Nomination Committee 17 Report of the Directors The Board of Directors (the â€Å"Board†) of Fairwood Holdings Limited (the â€Å"Company†) has pleasure in submitting their annual report together with the audited ? nancial statements of the Company and its subsidiaries (collectively referred to as the â€Å"Group†) for the year ended 31 March 2012. Principal Place of Business Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda The Company is incorporated in Bermuda. Its registered of? e is situated at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda and principal place of business is situated at 2/F, TRP Commercial Centre, 18 Tanner Road, North Point, Hong Kong. Principal Activities The principal activity of the Company is investment holding. The Group is principally engaged in the operation of fast food restaurants and property investments. The principal activities and other particulars of the principal subsidiaries are set out on pages 131 to 133 to the ? nancial statements. The analysis of the principal activities and geographical locations of the operations of the Group during the ? ancial year are set out in note 3(b) to the ? nancial statements. 131 133 3(b) Major Customers and Suppliers For the year ended 31 March 2012, the aggregate amount of turnover and purchases attributable to the Group’s ? ve largest customers and suppliers represent less than 30% (2011: less than 30%) of the Group’s total turnover and purchases respectively. 30% 30% Financial Statements The pro? t of the Group for the year ended 31 March 2012 and the state of the Company’s and the Group’s affairs as at that date are set out in the ? nancial statements on pages 43 to 133. 43 33 Transfer to Reserves 130,567,000 123,842,000 Pro? t attributable to equity shareholders, before dividends, of HK$130,567,000 (2011: HK$123,842,000) has been transferred to reserves. Other movements in reserves are set out in the consolidated statement of changes in equity. An interim dividend of HK22. 0 cents (2011: an interim dividend of HK20. 0 cents and a special interim dividend of HK8. 0 cents) per share was paid on 23 December 2011. The Board now recommends the payment of a ? nal dividend of HK38. 0 cents and a special ? nal dividend of HK40. 0 cents (2011: a ? al dividend of HK32. 0 cents and a special ? nal dividend of HK12. 0 cents) per share in respect of the year ended 31 March 2012. 22. 0 20. 0 38. 0 40. 0 32. 0 12. 0 8. 0 18 FAIRWOOD HOLDINGS LIMITED Charitable Donations 8,000 66,000 Charitable donations made by the Group during the year amounted to HK$8,000 (2011: HK$66,000). Fixed Assets 11 Movements in ? xed assets during the year are set out in note 11 to the ? nancial statements. Share Capital During the year, the Company purchased shares of the Company on The Stock Exchange of Hong Kong Limited (the â€Å"Stock Exchange†).Shares were repurchased during the year to reduce the diluti ve effect of granting share options. Details of movements in share capital of the Company during the year are set out in note 24(d) to the ? nancial statements. 24(d)(ii) Save as set out in note 24(d)(ii) to the ? nancial statements, there were no other purchases, sales or redemptions of the Company’s listed securities by the Company or any of its subsidiaries during the year. 24(d) Directors The Directors of the Company (the â€Å"Directors†) during the ? nancial year and up to the date of this report were:Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To 109 189(viii) In accordance with Bye-laws 109 and 189(viii) of the Company, Mr Tony Tsoi Tong Hoo and Mr Peter Wan Kam To shall retire by rotation at the forthcoming annual general meeting and Mr Tony Tsoi T ong Hoo and Mr Peter Wan Kam To, being eligible, will offer themselves for re-election at the forthcoming annual general eeting. Independent Non-executive Directors are appointed for a ? xed term of three years and are subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws of the Company. 19 Report of the DirectorsDirectors’ and Chief Executives’ Interests and Short Positions in Shares, Underlying Shares and Debentures 352 As at 31 March 2012, the interests or short positions of the Directors and chief executives of the Company and their associates in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the â€Å"SFO†)) as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise noti? d to the Company and the Stock Exchange purs uant to the Model Code for Securities Transactions by Directors of Listed Issuers (the â€Å"Model Code†) were as follows: XV (a) (a) Interests in the Company 1 Ordinary shares of HK$1 each Number of underlying shares pursuant Personal interests Dennis Lo Hoi Yeung 109,000 Family interests – Corporate interests – Other interests 55,435,384 1 (Note 1) Chan Chee Shing Mak Yee Mei 15,000 680,000 – – – – – – 1,000,000 320,000 1,015,000 1,000,000 0. 2% 0. 80% to Share Options – Total 55,544,384 Percentage of total issued shares 44. 61% 1 Limited Limited Neblett Investments Neblett CFJ Holdings CFJ Neblett CFJ Note 1: These shares were held by Neblett Investments Limited (â€Å"Neblett†) and CFJ Holdings Limited (â€Å"CFJ†). The companies are bene? cially owned by two separate trusts of which Mr Dennis Lo Hoi Yeung is a discretionary object.Mr Dennis Lo Hoi Yeung, by virtue of his interest in the trusts a s a discretionary object and as the Executive Chairman of the Company, was deemed to be interested in the shares held by Neblett and CFJ. 20 FAIRWOOD HOLDINGS LIMITED Directors’ and Chief Executives’ Interests and Short Positions in Shares, Underlying Shares and Debentures (continued) (b) (b) Interests in Fairwood Fast Food Limited (â€Å"FFFL†) 10 Non-voting deferred shares of HK$10 each Personal interests Dennis Lo Hoi Yeung 11,500 Family interests – Corporate interests –Other interests 279,357 2 (Note 2) Total 290,857 2: Limited Pengto International Pengto Pengto Note 2: These shares were held by Pengto International Limited (â€Å"Pengto†), a company bene? cially owned by a trust of which Mr Dennis Lo Hoi Yeung is a discretionary object. Mr Dennis Lo Hoi Yeung, by virtue of his interest in the trust as a discretionary object and as the Executive Chairman of the Company, was deemed to be interested in the shares held by Pengto. All the in terests stated above represent long positions.Apart from the foregoing and those disclosed under the section â€Å"Share Option Scheme† below, as at 31 March 2012, none of the Directors or chief executives of the Company or any of their spouses or children under eighteen years of age had any other interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which had been entered in the register kept by the Company pursuant to Section 352 of the SFO or as otherwise noti? d to the Company and the Stock Exchange pursuant to the Model Code. Details of Directors’ and chief executives’ interests under the Company’s share option scheme are also set out in the section â€Å"Share Option Scheme† below. 352 XV 21 Report of the Directors Share Option Scheme On 7 September 2011, the Company terminated its then share option scheme that was adopted on 18 September 2002 (the â€Å"2002 Option Scheme†) and adopted a new share option scheme (the â€Å"2011 Option Scheme†) on the same date.As a result of the termination, no further options may be granted under the 2002 Option Scheme but the options that have been granted and remained outstanding as of that date under the 2002 Option Scheme remain effective. A summary of the 2002 Option Scheme and 2011 Option Scheme is set out below: (a) a) 2002 Option Scheme The purpose of the 2002 Option Scheme was to attract and retain the best quality personnel for the development of the Company’s businesses; to provide additional incentives to any employee of the Company or its subsidiaries or any consultant, agent, representative, adviser, supplier of goods or services, customer, contractor, business ally and joint venture partner (the â€Å"2002 Option Scheme Qualifying Grantee†) and to promote the long term ? nancial success of the Company by aligning the interests of option holders to shareholders of the Company.Under the 2002 Option Scheme, Directors were authorised, at their discretion, to invite any Director (including Non-executive Director and Independent Non-executive Director) or any of the 2002 Option Scheme Qualifying Grantee to take up options to subscribe for shares in the Company at a price which shall not be less than the highest of (i) the closing price of the shares as stated in the daily quotation sheet of the Stock Exchange on the date of offer; (ii) the average closing price of the shares as stated in the daily quotation sheets of the Stock Exchange for the 5 business days immediately preceding the date of offer and (iii) the nominal value of a share. As at 7 September 2011 (being the date of termination), the maximum number of shares in respect of which options granted under the 2002 Option Scheme is 12,660,828 shares, being 10% of the issued share capital of the Company as at 23 August 2006, the date on which the refreshme nt of the mandate limit under the 2002 Option Scheme was approved by the shareholders of the Company.The maximum entitlement for any one participant under the 2002 Option Scheme shall not in any 12 months period up to the date of grant exceed 1% of the Company’s shares in issue. (i) (ii) (iii) 12,660,828 10% 1% 22 FAIRWOOD HOLDINGS LIMITED Share Option Scheme (continued) (b) (b) 2011 Option Scheme The purpose of the 2011 Option Scheme is to attract and retain the best quality personnel for the development of the Company’s businesses; to provide incentives or rewards to any employee, Director (including Non-executive Director and Independent Non-executive Director) or of? cer of any member of the Group or any related trust or company (the â€Å"2011 Option Scheme Qualifying Grantee†) and to promote the long term ? ancial success of the Company by aligning the interests of option holders to shareholders of the Company. Under the 2011 Option Scheme, Directors were authorised, at their discretion, to invite any of the 2011 Option Scheme Qualifying Grantee to take up options to subscribe for shares in the Company at a price which shall not be less than whichever is the highest of (i) the closing price of the shares as stated in the daily quotation sheet of the Stock Exchange on the date of offer; (ii) the average closing price of the shares as stated in the daily quotation sheets of the Stock Exchange for the 5 business days immediately preceding the date of offer and (iii) the nominal value of a share.As at 31 March 2012, the maximum number of shares in respect of which options may be granted under the 2011 Option Scheme is 12,563,528 shares being 10% of the issued share capital of the Company as at 7 September 2011. The maximum entitlement for any one participant under the 2011 Option Scheme shall not in any 12 months period up to the date of grant exceed 1% of the Company’s shares in issue. (i) (ii) (iii) 12,563,528 10% 1% The life of the 2011 Option Scheme is 10 years commencing on 7 September 2011 and expiring on 6 September 2021. During the year ended 31 March 2012, (i) (i) No option was granted under the 2011 Option Scheme; and 23 Report of the Directors Share Option Scheme (continued) (ii) 1 12. 58 11. 0 1 1 (ii) the Directors and employees of the Company had the following interests in options to subscribe for shares of the Company (market value per share at 31 March 2012 was HK$12. 58 (2011: HK$11. 10)) granted for HK$1 consideration under the 2002 Option Scheme. The options are unlisted. Each option gives the holder the right to subscribe for one ordinary share of HK$1 each of the Company. Number of options outstanding at 1 April 2011 1,000,000 Chan Chee Shing (Director) Number of options granted during the year – Date granted Number of options lapsed Exercisable during period the year – Number of options exercised during the year – Number of options outstanding at 31 March 2012 1,000 ,000 Exercise price per share 6. 26 HK$6. 26Closing price per share immediately before date of grant of options 6. 28 HK$6. 28 Weighted average price of closing price per share immediately before date of exercise of options – 8 April 2009 20% Exercisable in ? ve tranches of 20% during the period from 1 April 2010 to 31 March 2016 400,000 Mak Yee Mei (Director) 1 March 2010 20% Exercisable in ? ve tranches of 20% during the period from 1 January 2011 to 31 December 2016 800,000 Employee 6 April 2009 20% Exercisable in ? ve tranches of 20% during the period from 5 April 2010 to 4 April 2017 – (480,000) (320,000) – 6. 30 HK$6. 30 6. 23 HK$6. 23 11. 68 HK$11. 68 – – (80,000) 320,000 8. 08 HK$8. 08 8. 07 HK$8. 7 11. 68 HK$11. 68 24 FAIRWOOD HOLDINGS LIMITED Share Option Scheme (continued) Number of options outstanding at 1 April 2011 2,358,000 Employees Number of options granted during the year – Date granted Number of options lapsed Exercisable during period the year (78,000) Number of options exercised during the year (600,000) Number of options outstanding at 31 March 2012 1,680,000 Exercise price per share 6. 26 HK$6. 26 Closing price per share immediately before date of grant of options 6. 28 HK$6. 28 Weighted average price of closing price per share immediately before date of exercise of options 11. 10 HK$11. 10 8 April 2009 20% Exercisable in ? e tranches of 20% during the period from 1 April 2010 to 31 March 2016 95,000 Employee 4 May 2009 20% Exercisable in ? ve tranches of 20% during the period from 1 April 2010 to 31 March 2016 90,000 Employee 10 July 2009 20% Exercisable in ? ve tranches of 20% during the period from 1 July 2010 to 30 June 2016 50,000 Employee 17 December 2010 20% Exercisable in ? ve tranches of 20% during the period from 17 December 2011 to 16 November 2018 – – – 50,000 10. 96 HK$10. 96 10. 60 HK$10. 60 – – – (30,000) 60,000 7. 69 HK$7. 69 7. 30 HK$7. 3 0 11. 46 HK$11. 46 – (60,000) (35,000) – 6. 29 HK$6. 29 6. 18 HK$6. 18 10. 78 HK$10. 78 25 Report of the DirectorsShare Option Scheme (continued) Number of options outstanding at 1 April 2011 100,000 Employee Number of options granted during the year – Date granted Number of options lapsed Exercisable during period the year – Number of options exercised during the year – Number of options outstanding at 31 March 2012 100,000 Exercise price per share 10. 90 HK$10. 90 Closing price per share immediately before date of grant of options 10. 92 HK$10. 92 Weighted average price of closing before date of exercise of options – 16 February 2011 20% Exercisable in ? ve tranches of 20% during the period from 16 February 2012 to 15 February 2017 – Employee 28 April 2011 20% Exercisable in ? e tranches of 20% during the period from 28 April 2012 to 27 May 2019 – Employee 28 April 2011 20% Exercisable in ? ve tranches of 20% during the perio d from 1 July 2011 to 30 June 2016 – Employee 9 May 2011 20% Exercisable in ? ve tranches of 20% during the period from 9 May 2012 to 8 May 2019 800,000 – – 800,000 10. 88 HK$10. 88 10. 82 HK$10. 82 – 100,000 (80,000) (20,000) – 10. 91 HK$10. 91 10. 84 HK$10. 84 11. 76 HK$11. 76 800,000 – – 800,000 10. 91 HK$10. 91 10. 84 HK$10. 84 – 26 FAIRWOOD HOLDINGS LIMITED Share Option Scheme (continued) Information on the accounting policy for share options granted and the weighted average value per option is provided in note 1(p)(ii) and note 21 to the ? nancial statements respectively.Apart from the foregoing, at no time during the year was the Company or any of its subsidiaries a party to any arrangement to enable the Directors or chief executives of the Company or any of their spouses or children under eighteen years of age to acquire bene? ts by means of acquisition of shares in or debentures of the Company or any of its associated corporations within the meaning of the SFO. 1(p)(ii) 21 Substantial Interests in the Share Capital of the Company 336 As at 31 March 2012, the interests or short positions of every person, other than the Directors and chief executives of the Company, in the shares and underlying shares of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFO, or as otherwise noti? d to the Company, were as follows: Shares directly and/or indirectly held (i) Neblett (ii) CFJ 2 1 1 2 1 (i) Neblett (Note 1) (ii) CFJ (Note 2) (iii) Winning Spirit International Corporation (Note 1) (iv) HSBC International Trustee Limited (Note 1) (v) HSBC Trustee (Cook Islands) Limited (Note 2) (vi) Allard Partners Limited 12,632,500 6,660,000 48,775,384 48,775,384 6,660,000 48,775,384 Percentage of total issued shares 39. 18% 5. 35% 39. 18% 39. 18% 5. 35% 10. 15% (iii) Winning Spirit International Corporation Limited Limited (iv) HSBC International Trustee (v) HSBC Trust ee (Cook Islands) (vi) Allard Partners Limited 27 Report of the DirectorsSubstantial Interests in the Share Capital of the Company (continued) 1 Neblett Winning Spirit International Corporation Neblett 100% Neblett HSBC International Trustee Limited Winning Spirit International Corporation 100% Neblett Note 1: These interests represented the same block of shares directly held by Neblett. Winning Spirit International Corporation owned 100% interest in Neblett and was therefore deemed to be interested in the shares directly held by Neblett. HSBC International Trustee Limited, in its capacity as a trustee of a trust of which Mr Dennis Lo Hoi Yeung is a discretionary object, owned 100% interest in Winning Spirit International Corporation and was therefore deemed to be interested in the shares directly held by Neblett; and 2 CFJ HSBC Trustee (Cook Islands) Limited CFJ CFJ 100% Note 2: these interests represented the same block of shares directly held by CFJ. HSBC Trustee (Cook Islands) L imited, in its capacity as a trustee of a rust of which Mr Dennis Lo Hoi Yeung is a discretionary object, owned 100% interest in CFJ and was therefore deemed to be interested in the shares directly held by CFJ. All the interests stated above represent long positions. Save as disclosed above, no other interest or short position in the shares or underlying shares of the Company were recorded in the register required to be kept under Section 336 of the SFO as at 31 March 2012. 336 Suf? ciency of Public Float Based on the information that is publicly available to the Company and within the knowledge of the Directors as at the date of this annual report, the Company has maintained the prescribed public ? oat under the Rules Governing the Listing of Securities on the Stock Exchange (the â€Å"Listing Rules†). 28FAIRWOOD HOLDINGS LIMITED Continuing Connected Transactions 14A The particulars of the following continuing connected transactions of the Group are set out below in complian ce with the reporting requirements of Chapter 14A of the Listing Rules: (a) 28(b) (a) Tenancy agreement with New Champion International Limited (â€Å"New Champion†) As detailed in note 28(b) to the ? nancial statements, FFFL, a subsidiary of the Company, leased a property from New Champion with a lease term of three years from 10 April 2009 to 9 April 2012 for the operation of a fast food restaurant. On 31 October 2011, such lease was renewed for a further three years from 10 April 2012.As New Champion is an associate of Mr Dennis Lo Hoi Yeung (a Director of the Company), the entering into the lease constituted continuing connected transaction for the Company. Details of rent and deposits paid by FFFL relating to the property for the above transaction are as follows: 2012 HK$’000 Rent for the year Rental deposits at 31 March 1,440 360 2011 HK$’000 1,440 360 (b) 28(c) (b) Tenancy agreement with Hibony Limited (â€Å"Hibony†) As detailed in note 28(c) to t he ? nancial statements, FFFL leased a property from Hibony for three years from 1 March 2012 for the operation of a fast food restaurant that had to be relocated due to urban renewal.As Hibony is an associate of Mr Dennis Lo Hoi Yeung (a Director of the Company), the entering into the lease constituted continuing connected transaction for the Company. Details of rent and deposits paid by FFFL relating to the property for the above transaction are as follows: 2012 HK$’000 Rent for the year Rental deposits at 31 March 208 660 2011 HK$’000 – – 29 Report of the Directors Continuing Connected Transactions (continued) 14A In compliance with Chapter 14A of the Listing Rules in connection with the above continuing connected transactions, the Independent Non-executive Directors have reviewed and con? rmed that the transactions with New Champion nd Hibony (the â€Å"Transactions†) have been entered into: (i) in the ordinary and usual course of business; (ii ) either on normal commercial terms or on terms no less favourable than those available to or from independent third parties; (iii) in accordance with the terms of agreements governing the Transactions on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole; and (iv) the aggregate value of the Transactions for the year ended 31 March 2012 has not exceeded the maximum aggregate annual value. The Company’s auditor was engaged to report on the Group’s continuing connected transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 â€Å"Assurance Engagements Other Than Audits or Reviews of Historical Financial Information† and with reference to Practice Note 740 â€Å"Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules† issued by the Hong Kong Institute of Certi? ed Public Accountants. The auditors have issued their unquali? ed letter containing t heir ? dings and conclusions in respect of the continuing connected transactions in accordance with Rule 14A. 38 of the Listing Rules. A copy of the auditor’s letter has been provided by the Company to the Stock Exchange. (i) (ii) (iii) (iv) 3000 740 14A. 38 Directors’ Interests in Contracts Save as the transactions disclosed in the section headed â€Å"Continuing Connected Transactions†, no contract of signi? cance to the Group’s business to which the Company or any of its subsidiaries was a party and in which a Director had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year. 30 FAIRWOOD HOLDINGS LIMITED Directors’ Service ContractsNo Director proposed for re-election at the forthcoming annual general meeting has an unexpired service contract which is not determinable by the Company or any of its subsidiaries within one year without payment of compensation, other than normal statuto ry compensation. Pre-emptive Rights There is no provision for pre-emptive rights under the Company’s Bye-laws and the laws in Bermuda. Bank Loans 19 Particulars of bank loans of the Group at 31 March 2012 are set out in note 19 to the ? nancial statements. Five-Year Group Financial Summary 134 135 A summary of the results and of the assets and liabilities of the Group for the last ? ve ? nancial years is set out on pages 134 and 135 of the annual report. Investment Properties 136 Particulars of the investment properties of the Group are shown on page 136 of the annual report. Retirement SchemeThe Group operates a Mandatory Provident Fund Scheme (the â€Å"MPF Scheme†) under the Hong Kong Mandatory Provident Fund Schemes Ordinance for employees in Hong Kong under the jurisdiction of the Hong Kong Employment Ordinance. Particulars of the MPF Scheme are set out in note 20 to the ? nancial statements. Employees engaged by the Group outside Hong Kong are covered by appropri ate local de? ned contribution retirement schemes pursuant to the local labour rules and regulations. 20 Con? rmation of Independence 3. 13 The Company has received from each of the Independent Nonexecutive Directors an annual con? rmation of independence pursuant to Rule 3. 13 of the Listing Rules and considers all the Independent Non-executive Directors to be independent. 31 Report of the Directors Auditor KPMG retire and, being eligible, offer themselves for re-appointment.A resolution for the re-appointment of KPMG as auditor of the Company is to be proposed at the forthcoming annual general meeting. By order of the Board Dennis Lo Hoi Yeung Executive Chairman Hong Kong, 27 June 2012 32 FAIRWOOD HOLDINGS LIMITED Corporate Governance Report The Board of Directors (the â€Å"Board†) of Fairwood Holdings Limited (the â€Å"Company†) is committed to achieving high standards of corporate governance practices to safeguard the interests of shareholders and to enhance corp orate value and accountability. The Company has complied with the code provisions as set out in the Code on Corporate Governance Practices (the â€Å"CG Code†) contained in Appendix 14 of the Rules Governing the Listing ofSecurities on The Stock Exchange of Hong Kong Limited (the â€Å"Listing Rules†) throughout the year ended 31 March 2012, save and except that the Chairman and/or Managing Director of the Company are not subject to retirement by rotation, details of which and the reasons for the deviation are stated below. Following the announcement of consultation conclusion on the review of the CG Code and associated Listing Rules in October 2011, The Stock Exchange of Hong Kong Limited (â€Å"Stock Exchange†) introduced a number of amendments to the CG Code and associated Listing Rules that are to be effective in 2012 (â€Å"Revised Code†). This report also describes the number of requirements under the Revised Code that the Company has adopted. Model Code for Securities TransactionsThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the â€Å"Model Code†) as set out in Appendix 10 of the Listing Rules for securities transactions by the Directors of the Company (the â€Å"Directors†). Following speci? c enquiry by the Company, all Directors con? rmed their compliance with the required standards set out in the Model Code throughout the year ended 31 March 2012. Board of Directors The overall management of the Company’s business is vested in the Board, which assumes the responsibility for leadership and control of the Company and is collectively responsible for promoting the success of the Company by directing and supervising its affairs. All Directors have taken decisions objectively in the interests of the Company and its shareholders at all times.The Board recognizes that corporate governance should be the collective responsibility of all Directors, as such, it adopted terms of reference for corporate governance functions that are in line with the Revised Code. 33 Corporate Governance Report Board of Directors (continued) The Board undertakes responsibility for decision making in major matters of the Company, including the approval and monitoring of all policy matters, overall strategies and budgets, internal controls, ? nancial information, appointment of directors and other signi? cant ? nancial and operational matters. All Directors have been consulted on all major and material matters of the Company.With the advice and services of the Company Secretary, the Executive Chairman seeks to ensure that all Directors are properly briefed on issues arising at Board meetings and receive adequate and reliable information in a timely manner. Directors may choose to take independent professional advice in appropriate circumstances at the Company’s expenses, upon making request to the Board. The day-to-day management, administration and ope ration of the Company are delegated to the Executive Committee which comprises the three Executive Directors and the senior management of the Company. The delegated functions and work tasks are periodically reviewed. Approval has to be obtained from the Board prior to any signi? ant transactions entered into by the abovementioned of? cers. As at the date of this report, the Board comprises the following Directors:– Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors (â€Å"INED(s)†) Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To 34 FAIRWOOD HOLDINGS LIMITED Board of Directors (continued) During the year ended 31 March 2012, the Board at all times met the requirements of the Listing Rules relating to the appointment of at least three INEDs with at least one INED possessing appropriate professional quali? atio ns or accounting or related ? nancial management expertise. The representation of INEDs is more than one third of the Board. A list containing the names of the Directors with their roles and functions has been published on the websites of the Company and the Stock Exchange. Biographical details of all Directors are set out on pages 15 to 17 of this annual report. There is no relationship among Directors of the Board and in particular, between the Executive Chairman and the Chief Executive Of? cer. The Company has received from each of the INED an annual con? rmation in writing of his independence pursuant to Rule 3. 13 of the Listing Rules.Furthermore, the Board is not aware of any relationship or circumstances which would interfere with the exercise of the independent judgment of the INEDs. Accordingly, the Company considers that all the INEDs are independent. Four full Board meetings were held during the year ended 31 March 2012 and attendance record of each Director is set out be low:– 15 17 3. 13 No. of meetings attended/held Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To 4/4 4/4 3/4 4/4 3/4 4/4 4/4 4/4 35Corporate Governance Report Board of Directors (continued) All Directors well understand their responsibilities to present a balanced, clear and understandable assessment of annual and interim reports, price-sensitive announcements and other disclosures required under the Listing Rules and other regulatory requirements. The Directors acknowledge their responsibility for preparing ? nancial statements which give a true and fair view of the state of affairs of the Group. The statement of the auditor of the Company about their reporting responsibilities on the ? nancial statements of the Company is set out on pages 41 and 42 in the independ ent auditor’s report.The Directors, having made appropriate enquiries, con? rm that there are no material uncertainties relating to events or conditions that may cast doubt upon the Company’s ability to continue as a going concern. 41 42 Appointment and Re-election of Directors On 11 January 2012, the Board established the Nomination Committee with written terms of reference which are in line with the Revised Code and are posted on the websites of the Company and the Stock Exchange and are available to shareholders upon request. The Nomination Committee comprises two INEDs, Dr Peter Lau Kwok Kuen and Mr Peter Wan Kam To. Mr Dennis Lo Hoi Yeung is the chairman of the Nomination Committee.The Nomination Committee reviews the structure, size and composition of the Board, identi? es and recommends to the Board suitable candidate(s) to stand for election by shareholders at annual general meeting, or when necessary, to ? ll vacancies on the Board. The Board is empowered unde r the Bye-laws of the Company (the â€Å"Bye-laws†) to appoint any person as a director of the Company either to ? ll a casual vacancy or as an addition to the Board. For procedures for shareholders to propose a person for election as a director, please refer to the procedures posted on the Company’s website. 36 FAIRWOOD HOLDINGS LIMITED Appointment and Re-election of Directors (continued) i) (ii) According to the Bye-laws, (i) new Directors appointed by the Board during the year shall hold of? ce until the ? rst annual general meeting after their appointment and shall then be eligible for reelection; and (ii) at each annual general meeting, one-third of the Directors (other than any Director holding of? ce as Chairman or Managing Director) for the time being or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from of? ce provided that each Director (other than any Director holding of? ce as Chai rman or Managing Director) including those appointed for a speci? c term shall be subject to retirement by rotation at least once every three years.A copy of an up-to-date consolidated version of the Company’s Memorandum of Association and Bye-laws are available at the websites of the Company and the Stock Exchange. Currently, all Non-executive Directors are appointed for a speci? c term of three years, subject to retirement by rotation and re-election by the shareholders in accordance with the Bye-laws. Chairman and Chief Executive Of? cer The Chairman and Chief Executive Of? cer of the Company are Messrs Dennis Lo Hoi Yeung and Chan Chee Shing respectively whose roles are segregated and are not exercised by the same individual. A. 4. 2 Code provision A. 4. 2 of the CG Code stipulates that every director, including those appointed for a speci? term, should be subject to retirement by ro

High School Expectations Essay

Middle School isn’t over; the end is here at last. The parts of my life that seemed never ending are gone for good. I thought I could not wait until high school, but now I wish that it wasn’t here so soon, ending my year as an eight grader. I feel lost as my eight grade year comes to a close. The anticipation I once felt about high school has been replaced with not only fear but also the never ending question of what to expect when I get there. High school will definitely be different. I find myself often wondering what it will be like. Not knowing what to expect is what scares me the most. I have gone through school always being the little kid. Finally for one year I get to be the big kid and then after all of the wonderful things that have happened this year it is all taken away. Starting high school I will once again be the little kid; the one who doesn’t know how things work. I do not look forward to another three years like that. Read more: Example of persuasive speech about life essay What I look forward to is a new challenge. High school is a new challenge waiting for me. There will be so many new and exiting things to try once I get there. I also look forward to reunite with all of my old friends and to be able to drive soon!! I’m also looking forward to only have four classes a day too!! Though there are things I look forward to, I am afraid of some things too. I really worry that my friends will change and become completely different people than who they are today. I don’t want us to drift apart because I don’t know what I would do without them. Fortunately, I’m confident that all of them will stay true to whom they are and that I will as well. Aside from all of my doubts and fears I think high school will be a good thing. It will open my eyes to new experiences and provide me with new knowledge. I hope high school will take me places. I never knew I would make it this far in life. Ten years from now, with the help of a good high school education, I see myself as a successful 23 year old. I think high school will prepare me for my future and whatever it may bring. No matter where I go after high school I hope I am happy and doing something I love.