General Principles

The board of China Pub Company plc supports the principles of and is committed to achieving high standards of corporate governance. As a CISX listed company it is not required to comply with the Combined Code but notwithstanding this seeks to comply with those provisions which are most appropriate given the size of the group and the nature of its operations.

Board of DirectorsAdvisorsManagementConstitutional DocumentsShare Information

Auditor independence

The board meets as a whole to review the nature and extent of non-audit services supplied by the external auditors to the group, seeking to balance objectivity and value for money.

In determining the policy, the board has taken into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm, and does not agree to the auditor providing a service if, having regard to the ethical guidance, the result is that:

  • the external auditor audits its own firm’s work;
  • the external auditor makes management decisions for the group;
  • a mutuality of interest is created; or
  • the external auditor is put in the role of advocate for the group.

The board as a whole reviews accounting matters, financial reporting and internal controls together with the interim and annual results announcements.

Remuneration

The board as a whole reviews and makes recommendations regarding the terms and conditions of employment of the executive directors including performance related bonuses and share options, and sets the framework for the remuneration of other senior executives.

Internal control

The board of directors is responsible for the group’s system of internal control and for reviewing its effectiveness. Such a system however is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

The board has established a continuous process for identifying, evaluating and managing the group’s significant risks. This process involves the monitoring of all controls including financial, operational and compliance controls and risk management. It is based principally on reviewing reports from senior management and professional advisers to ensure that any significant weaknesses are promptly remedied and to indicate a need for more extensive monitoring.

Relationship with shareholders

The board attaches a high importance to maintaining good relationships with shareholders and seeks to keep them fully updated on the group’s performance, strategy and management. In addition the board welcomes as many shareholders as possible to attend the Annual General Meeting and encourages open discussion after the formal proceedings.

Board of Directors

The board presently consists of three executive directors and one non-executive director. The board meets on a regular basis and is responsible for the strategy and development of the group and the efficient management of its resources. It is supplied in a timely manner prior to meetings with information on financial, business and corporate matters which enables it to discharge its duties. Appropriate training is given as and when required. There are also procedures in place for the non-executive director to obtain independent legal or other professional advice at the group’s expense.

The group has a schedule of matters which are reserved for decision by the board

Directors - China Pub Company plc


John May - Executive Chairman/Finance Director

John May is a principal of a boutique Chartered Accountancy practice, focussing on advising companies on finance raising, mergers and acquisitions, business strategies and entry onto Plus Markets and AIM. He was previously a Senior Partner at Horwath Clark Whitehill, a UK Accountancy firm, for 17 years, including 8 years on the Managing Board. Mr May is the Policy Director and Deputy Chairman of the Small Business Bureau Limited and Deputy Chairman of the Genesis Initiative, which are lobbying groups to Government on behalf of small businesses. He is also a Conservative Borough Councillor.

Mr May qualified as a Chartered Accountant in 1974 having previously gained his DIA at the University of Bath Management School in 1970 and his BA from the University of London in 1969. He was previously Finance Director of AIM listed London & Boston Investments Plc and a Non-Executive Director of AIM listed Croma Group Plc.


Alan Reid - Non-Executive Director

Alan Reid was previously the Chief Operating Officer of Fosters China Limited, a subsidiary of the globally recognized Fosters Brewing Group. He was directly responsible for the operations of three joint venture breweries located in China involving an investment in excess of USD 150 million. During the early nineties, he was also the Commercial Minister and Senior Trade Commissioner at the Australian Embassy in Beijing. As a result he has a wide range of political and commercial contacts throughout Asia.

Mr Reid is currently the Managing Director and owner of Intercedent Limited, an investment and advisory boutique specialising in advising western companies on setting up and operating in Greater China.

Mr Reid has lived and worked full time in China and Hong Kong since 1985, is a fluent Mandarin speaker and is based in Beijing.


Gerard Thompson - Non-Executive Director

Gerard Thompson is currently a partner in City & Westminster Consultants LLP, a corporate advisory consultancy assisting companies seeking to go public by making principal-based investments. He is a senior management executive with financial, marketing and administrative skills including corporate governance functions and in particular knowledge of Remuneration and Audit committee functions (including USA Sarbanes-Oxley provisions). He has extensive experience as a principal in investment banking, corporate finance, venture capital, pre-IPO to IPO funding.


Mr Thompson has been involved with a number of AIM listed plc companies; he is currently the Executive Director of Tomco Energy plc. Mr Thompson became an accredited Mediator in 2005 and subsequently became a partner in Wilcox-Thompson LLP which provides alternate dispute resolution services.

Directors - China Pub Company HK Limited


Geoffrey Dart - Chairman

Geoffrey Dart has over 30 years of extensive international merchant banking experience and has been involved in many mergers and acquisitions in the international market place, focusing on Asia, Europe and America. Geoffrey has participated in many IPOs and has acted as Chairman, Director or advisor in each case. Geoffrey has been a director of Harrell Hospitality Group Inc since 1990, a US based public company specialising in the development and management of hotels. HHG holds a number of hotel franchises including Marriott, Sheraton and Holiday Inn. He is also Chairman of First Merchant Capital UK Ltd (“FMC”); a financial services company involved in merchant banking activities and is a director of a number of other private companies.

Alan Reid - Non-Executive Director

For details of Alan Reid refer to his profile above.


Paul Watt - Executive Director

Paul Watt is a director of China Pub Company Hong Kong Limited, China Pub Macau Ltd and China Pub Food and Beverage Management Company Limited (CPC subsidiaries). He has been living and working in the greater region for 19 years. His experience in operating pubs and bars spans 40 years having started business in Australia. His practical experience of both Asia and the bar business is a valuable asset to the Group.

Operational Management


Ian Watt - Head of Compliance

Ian Watt has worked in the Asian bar industry since 2000 and is charged with all administration and compliance aspects of the operating businesses. Prior to moving to Asia in 2000, he acted as Executive Director of listed pub company, Kobe Capital Ltd in Australia. He has worked within the hospitality industry in Australia for many years and brings valuable knowledge to the group.


Paul Buxton - Business Development Manager

Paul Buxton was recently appointed Manager Business Development and will be responsible for overseeing CPC’s opening of outlets in Hong Kong, Macau and China. Paul has been living and working in Hong Kong since 1998.

A well known figure on the Hong Kong hospitality scene, Paul was previously Managing Director of Great Vision Limited and was the inspiration behind the opening of Hong Kong’s popular Bulldog’s Bar & Grill and Quarterdeck Seafood Restaurant & Grill outlets. Prior to this he held the position of Managing Director Mad Dogs International, owners of Hong Kong’s Mad Dogs and Joe Bananas food and beverage outlets.

Advisors

United Kingdom

Banks

Lloyds TSB
Bank of Scotland

Solicitors

Irwin Mitchell

Auditors

Grant Thornton UK LLP

Nominated Advisor

Ogier Corporate Finance Ltd.

Hong Kong

Banks

Bank of East Asia Limited
Bank of China (Hong Kong) Limited
Hong Kong & Shanghai Banking Corporation

Solicitors

Bird & Bird
Dundons

Auditors

Horwaths

Shanghai

Banks

Hong Kong & Shanghai Banking Corporation
Bank of China Limited

Solicitors

Bird & Bird
RHK Legal

Auditors

Horwaths

Macau

Bank

Banco Nacional Ultramarino S.A.

Solicitors

Porfírio Azevedo Gomes Law Firm

Auditors

HMV & Associates

Share Information

China Pub Company Plc is listed on the Channel Island Stock Exchange (CISX) with the mnemonic CPG. The company is compliant with all CISX listing requirements in terms of reporting, governance and accounting procedures.

Company listing announcements (via CISX) can be found here.

The application to CISX was sponsored by our advisors Ogier Corporate Finance Ltd.

Share registry is held by Share Registrars Ltd - Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL8DH, Tel: 01252 821 390, Fax: 01252 719 232