Essay on Personal and Professional Development in Health and Social Care part 2

Paper on Personal and Professional Development in Health and Social Care section 2 Paper on Personal and Professional Development in Health and Social Care section 2 Paper on Personal and Professional Development in Health and Social Care part 2Essay on Personal and Professional Development in Health and Social Care part 1At a similar time, I concede that I had a few shortcomings, for example, the absence of experience. Truth be told, I had little understanding before I began working in the wellbeing and social consideration setting. In such manner, I concentrated on the difficult work to get new experience which advanced my expert turn of events. Commonsense execution of my insight and the work in reality condition helped me to upgrade my expert performance.Furthermore, I knew about my poor hierarchical aptitudes. Truth be told, the immature authoritative aptitudes raised the issue of challenges with powerful satisfaction of my expert obligations and capacities. For example, I was unable to concede being late and it was hard for me to plan my work day to be consistently in time and to finish all the undertakings, which I have planned.On the ot her hand, I concentrated on wellbeing instead of social consideration that raised the issue of the compelling arrangement of social consideration administrations for my customer. Rather, I concentrated on medicinal services administrations. As I began working, I discovered that it was very testing to give customers successful human services administrations without giving them social support.At a similar time, the investigation of my experience of work in the wellbeing and social consideration setting uncovers the way that still I have a few chances to continue advancing proficient and actually and improve my expert execution later on. One of the primary open doors I have is the advancement of constructive relational relations with customers because of all around created relational abilities. The foundation of constructive relational relations helped me to pick up the certainty of customers and give medicinal services benefits successfully since they saw me preferably as a companion over a unimportant social insurance proficient, whose abilities and experience they could address. Likewise, I have a chance of the arrangement of customers with viable medicinal services and advising administrations because of my relational abilities and information in the field of guiding (Elger  Chevorlet, 2000). Despite the fact that I have not had the advising experience before I was keen on directing administrations and I read a great deal about such administrations, while during my work in the wellbeing and social consideration condition, such information were valuable, particularly in the work with individuals, who experienced huge life events.On the other hand, I despite everything face certain dangers that need the further upgrade of my expert and self-awareness. I could make reference to such dangers as conceivable misconception of the social foundation of my customers causing clashes or unseemly conduct and the absence of connection between me as a medicinal services p roficient and social laborers. The misconception of the social foundation of my customers causing clashes or unseemly conduct is a genuine danger since it influences the nature of wellbeing and social consideration administrations I accommodate customers (Coddington, Fischer,  Moore, 2000).The absence of communication between me as a human services proficient and social laborers is another danger, which however relies upon outer components that implies that I can't change without anyone else yet by the framework. In such a manner, the advancement of the compelling cooperation among social and medicinal services services.At the equivalent, I added to the improvement of the wellbeing and security needs as the achievement of wellbeing and social consideration rehearses. To put it all the more decisively, I spoke with my partners and endeavored to give them how successful medicinal services administrations might be, the point at which they go connected at the hip with social considera tion to meet wellbeing as well as security needs of customers. Likewise, I arranged a post on the significance of meeting wellbeing and security needs of customers which I distributed on the site of the medicinal services association, where I worked.I additionally added to the improvement of the authoritative wellbeing and social consideration strategy. In such manner, again I utilized the organisation’s site to post my proposals concerning the improvement of the hierarchical wellbeing and social consideration administrations and approaches. Moreover, I recorded a report to my administrator, where I offered my proposals and recommendations.At a similar time, my work urged me to make the arrangement of my turn of events. Initially, I wanted to concentrate on the improvement of my authoritative abilities. Second, I intended to grow my insight and involvement with the field of social consideration. In such manner, I intend to become familiar with social consideration and spotlig ht on ongoing investigations identified with this field. Moreover, I wanted to continue building up my relational abilities to continue advancing proficient and to create viable and fruitful relational relations with my associates and clients.The viability of the arrangement was high since I concentrated on those zones, where I have significant challenges, however relational abilities. Over the span of the execution of my arrangement I have gained an extensive ground and improved my correspondence and hierarchical abilities, in spite of the fact that the last was hard for me. Simultaneously, I am as yet wanting to continue extending my aptitudes and involvement with the field of advising and social care.Task 3Professional connections in the working environment condition have a significant influence in the improvement of relational relations of representatives. Simultaneously, proficient relations are significant not just for the collaboration among wellbeing and social consideration experts yet in addition for the fruitful authoritative execution. What is implied here is the way that I discovered that contentions among wellbeing and social consideration experts can cause generous disintegration of the hierarchical presentation (Davis, 2006). At any rate, I saw a contention inside an office that brought about the crumbling of the exhibition of the office and a few instances of compliances from the piece of customers, who were disappointed with the nature of wellbeing and social consideration administrations. Concerning my own understanding, I recognized tow significant kinds of expert connections: formal connections, which exist when in doubt among representatives and directors; and casual, well disposed connections, which exist between experts that hold equivalent situations in the association. Proficient connections decide the nature of wellbeing and social consideration since they help to concentrate on the satisfaction of explicit elements of every expert a nd viable association between them.Furthermore, connections between experts working in the wellbeing and social consideration association include their expert cooperation or relational relations as well as their legitimate relations. From the snapshot of work, an expert entering a wellbeing and social consideration association gets included into lawful relations that infers that the individual has rights as well as liabilities and obligations which he/she needs to satisfy to the full degree. In this regard, the obligation of care is, as I would see it, the most significant piece of expert connections since it influences the cooperation among wellbeing and social consideration experts and their clients.Essay on Personal and Professional Development in Health and Social Care section 3

Healthcare in Saudi Arabia

Outrageous estimates film - Essay Example While he is interested, his bosses at the clinic instruct him to drop the issue. At the point when he doesn't quit posing inquiries, his life begins to disentangle around him. His home is scoured and when the police show up they find cocaine in his room which Luthan claims was not his. He is charged and sentenced which drives him to lose his clinical permit and he gets lonely as he is believed to be a medication client. Frantic for answers that can get him his life back, he figures out how to converse with some vagrants who lead him to an association represented by Dr. Myrick (Gene Hackman) who is performing hazardous trials on vagrants without their assent. Further, Luthan discovers that the entirety of the subjects of these trials have kicked the bucket. Luthan himself encounters the agony and hopelessness of the individuals who experience the ill effects of loss of motion when he is persuaded that a physical issue to his spinal section has left him incapacitated starting from the neck. In any case, he finds that to be false and recaptures utilization of his appendages. He figures out how to discover where the investigations are being directed through the assistance of the ‘moles’ who have an uncomfortable conjunction with the vagrants lastly faces Dr. Myrick. Dr. Myrick attempts to bring Luthan into the organisaiton and needs him to join his group of specialists. Nonetheless, Luthan denies since he doesn't accept that ending the life of an individual, regardless of how useless that life is, is the correct activity. The encounter closes with a FBI Agent incidentally shooting Dr. Myrick and the entire plan is revealed. Some time on later on, the spouse of Dr. Myrick meets with Dr. Luthan who is rehearsing medication again and she gives him a bundle containing the tapes and the archives Dr. Myrick was taking a shot at. It is indistinct if Dr. Luthan would utilize the exploration done by Dr. Myrick yet he unquestionably appeared to be keen on it. The message contained inside the film is basically, truth triumphs over wickedness and

What Are We Waiting For

What Are We Waiting For If youre returning to our site today, you may have noticed that weve changed the homepage video. Gone is MIT: The Motion Picture, retired (appropriately) to the  MIT Movies Emeritus  page. In its place, you can find What Are We Waiting For: https://www.youtube.com/watch?v=m18EE36Utb0 This movie was produced by MIT students during the Freshman Arts Program which took place before orientation. We liked it so much that we asked them if we could feature it on the website, and they said yes! Starring/writing/filming/editing/producing the movie were: Evie Adams Delian Asparouhov Peter Godart Nikita Khlystov Lili Sun Zach Tomlinson I also want to give a special shout-out to Amiina, the band who wrote and recorded the eponymous song, and the folks at Big Dipper Productions, who kindly allowed us and the students to use the music. If you like the song, or if even if youd just like to support the band, you can download it from iTunes here. p.s. if you want to share the video above, use this version on YouTube! What Are We Waiting For Freshman orientation for the Class of 2018 officially begins in two weeks. Next week, however, some students will begin arriving on campus to participate in one of 22 Freshman Pre-Orientation Programs  (FPOPs), which offer students an early introduction to in the social life of learning at MIT. As the FPOP website says: Build an underwater vehicle. Make friends. Work in the Cambridge community. Learn what it means to install public interactive art. Kayak. Play robotic soccer. Visit a nuclear reactor. Swing your way through a ropes course. Learn to paint. Roll your own sushi. Wear paper clothing. Travel to Colorado and Northern New Mexico. Spend a day feeding the homeless. Learn about yourself. Challenge yourself. Weve blogged a lot about FPOPs in the past. This years FPOPs include (update 10/27/14: all of these links are dead now that orientation is over, but Im leaving the list just so you know what was offered): DA: Discover Aerospace DAP: Discover Architecture + Planning DBE: Discover Biological Engineering DC1: Discover Course 1 DEAPS: Discover Earth, Atmospheric and Planetary Sciences (Yellowstone Weather) DEECS: Discover Electrical Engineering and Computer Science DELTA: Discover Energy: Learn, Think, Apply DEAL: Discover Entrepreneurship and Leadership DEW: Discover Exercise and Wellness DHLB: Discover History Literature in Boston DMSE: Discover Material Science and Engineering DME: Discover Mechanical Engineering DNSE: Discover Nuclear Science and Engineering DOE: Discover Ocean Engineering DP: Discover Physics DPD: Discover Product Design DPH: Discover PreHealth DU: Discover UROP FAP: Freshman Arts Program FLP: Freshman Leadership Programs FOP: Freshman Outdoors Program Outward Bound FUP: Freshman Urban Program My all time favorite video filmed by (and starring) MIT students was produced at the 2011 FPOP, when the Class of 2015 were freshman. Now theyre seniors. Wow. Very movie. Much feels.

Edgar Allan Poe Biography - Free Essay Example

Sample details Pages: 3 Words: 878 Downloads: 8 Date added: 2019/06/26 Category Literature Essay Level High school Tags: Edgar Allan Poe Essay Did you like this example?   Edgar Allan Poe was a distinguished American writer of short stories and poetry. He was a controversial literary editor as well as critic. Poe was best known for his Gothic literature and his association in the American Romantic Movement. His creation of â€Å"detective stories† influenced many authors today. Poe was a literary genius and possessed natural talents to write, even at a young age. The tragic occurrences during his childhood and early years, shaped him to be one of the most acclaimed men in American literature. Edgar Allan Poe was born on January 19, 1809, in Boston, Massachusetts. He was the second child of three siblings: William Henry Leonard Poe the eldest and Rosalie the youngest. Both his parents, Elizabeth Arnold Hopkins and David Poe Jr., were actors. Although they struggled financially, Poe’s mother was a well-known and praised actress. A few months after Poe was born, the family moved to New York (â€Å"Edgar Allan Poe† TheFamousPeople.com). Soon after, David abandoned his family when Poe was only two and a half years old (Meyers 5). The apostasy of Poe’s father was most likely due to his feelings of jealousy towards his wife’s successful career, heavy drinking, short temperament, and lack of responsibility to take care of his children (Meyers 5-6). g Don’t waste time! Our writers will create an original "Edgar Allan Poe Biography" essay for you Create order Left alone to take care of two sons, Poe’s mother pregnant at the time carried many hardships. Residing in New York, Elizabeth struggled to provide for her children and sustain the family financially (â€Å"Edgar Allan Poe† TheFamousPeople.com). Additionally, she had to deal with the constant moving to cheap houses and the demands of her career. As a result of the misfortunes in her life, she gradually became severely ill. Poe would be a witness of the gruesome scenes of his mother slowly dying. He observed the strained and bloody coughs, the abrupt hemorrhages, and his young mother’s body laying on her deathbed. On December 8, 1811, she died of Tuberculosis at the age of twenty-four, leaving her young sons and a daughter behind (Meyers 6-7). After the death of his mother, Poe was separated from his siblings. Rosalie was adopted by a Richmond merchant, William Mackenzie, and his wife, Jane Scott Mackenzie. William Henry was taken in by their biological grandparents. Lastly, Poe was taken in by the Allans: John Allan, his godfather, and Frances Valentine Allan, his wife. Subsequently, Poe would acquire the middle name of â€Å"Allan† (â€Å"Edgar Allan Poe† TheFamousPeople.com). Tragically, two weeks after the passing of his mother, several people died in a devastating fire at Richmond Theater where Poe’s mother would perform. The whole city mourned together, along with Poe, to remember those in the accident and one of the finest contributors to the theater†¦ Elizabeth (Meyers 7). Considering that Poe lost his mother at a very young age, he possessed great affection for his foster mother and father. Poe was praised as a child and would be exhibited to guests to recite poetry. He attended the finest schools and was brought up as an Episcopalian. In addition, he would visit luxurious resorts with his foster parents and never lacked materialistic things. Despite being raised like a son, Poe was never officially adopted by the Allans. Thus, always felt a void in his heart for a sense of family and paternal figures (Meyers 9). By alternately being spoiled and scolded, Poe was a confused child. When he was punished at school for being disobedient, he was forced to wear a vegetable around his neck to face humiliation (Meyers 9). He later moved schools and was separated from his foster parents to study abroad in England. Around the same time, the United States was at war with Great Britain. At his new school, he would describe the claustrophobic environment as well as the dismal daily routine he had to endure. Additionally, many teachers would characterize him as a brilliant young boy, but would heavily criticize his parents for spoiling him. They would explain how the Allans allowed Poe to acquire considerable amounts of money, thus, become mischievous (Meyers 12-13). In 1820, Poe entered the school of Joseph Clarke. After years of study there, Poe eleven years old at the time wanted to publish a manuscript volume of poems. However, Clarke advised him not to continue with the publication because he did not want to adulate Poe’s egotism. (Meyers 14-15). Although Allan supported Poe financially, he discouraged his literary talents in his teenage years. Tensions between the two, developed into a problematic relationship. Allan condemned of Poe’s ambition to become a writer. He believed Poe was not appreciative of his well-being and seemed compelled to take him out of his will. Instead, his foster father wanted him to pursue the family business. As a result, Poe would write poems on the back of his father’s important work papers to persevere his natural calling for writing (â€Å"Edgar Allan Poe† Biography.com). Poe’s childhood was an occurence of unfortunate events. With the abandonment of his father, the death of his mother, the separation from his siblings, the movement of schools and homes, the discouragement of his writing, and the long-lost sense of belonging, all contributed to shape Poe to the writer he is recognized today.

Hercules FAQ and Fact Sheet

The Renaissance Man Free Essays

In the film there was a group named the double ad’s. They are called double ad’s meaning, dumbest dog salt. The people from that group are chosen to be In that group because those students are the ones that do not comprehend the army duty. We will write a custom essay sample on The Renaissance Man or any similar topic only for you Order Now Mr.. Raga, the teacher from the group double ad’s, was not as responsible. Facing some of his own consequences like, getting fired from his previous job, losing his relationship slowly with his only daughter, and not taking his new job as a teacher seriously. But during the film he went through some times where he changed. From he students touching him in an emotional level and being in an army base facility he changed. Three things that Mr.. Raga changed was his character attitude, and got some discipline. His character changed by not being mean and rude to people he found from his students that there is more to a person that what meets the eye. His attitude changed from how he acts with people to how he looked at his teaching Job. At first he TLD want the job but after time he found out how important changing and helping the kids life really ;s. He became more disciplined by the Army, getting to mime early or In time and getting himself straight with his priorities. I believe the most important change from the three, is his attitude. Because I think attitude says a lot about a person. How you are with people and it shows how your real character really is. By changing his own attitude he turned from being selfish and only caring about his own life to wanting to make somebody else’s life better. At first Mr.. Raga was thinking of teaching comprehensive material to the students so they could be able to do and pass the requirements to graduate from the U. S. Army. However he thought hem something else from somewhere he never thought would capture they’re attention. Mr.. Raga introduced hamlet by William Shakespeare to the double ad’s. The students could relate the play to their lives; the play gave the students motivation, giving them something to look at in order to keep on going and pursuing their goals In life. Each of the double ad’s had their own struggles and life, and their own destiny of making It to the Army, but there was this one specific double d. His name was Nathaniel Hobbs, he was a very smart student and the one that connected to Mr.. Raga the most; he saw potential for the student and wanted to help him. There were consequences in that though, Mr.. Raga went to talk to the sergeant, they found out Nathaniel Joined the army to escape from hid felony of selling drugs, so he went to jail. I think it was Nathaniel own fault because it was his decision of selling drugs and even though it’s in the past you have to deal with the consequences of your actions. Before Mr.. Raga changed his ways he faced an enemy on the way through his change. Mr.. Raga did not get along with sergeant Lou. Sergeant Lou thought Mr.. Raga was not disciplined enough and was not strict enough with his class. You would think It would end up In a feud but surprisingly Mr.. Raga got his own discipline from sergeant Lou, and changed of character. Even though things might not look as good as a situation something good always happens. Even though sergeant Lou thought Mr.. Raga was not as strict or as disciplined, the classmates got an effect on the class. I en class gave ten students motivation to change Ana It Improved tenet connecter. They were able to complete the tasks of their army duties and obstacles they had to overcome in order to graduate from the army. There was an original renaissance man that was mentioned in the movie. The Renaissance man was Alberta Leon Battista. He accomplished a lot of things, his mindset was there is not a limit of the goals you want to reach or what you want to become. That’s something Mr.. Raga taught his class. Like I said before, Mr.. Raga was originally going to teach comprehensive but he taught something more important. He ended up teaching the student to reach for the stars. That success starts from your mind, your way of hinging, you can become whatever you decide to be and what you pursue; however it’s not Just pursuing it, but also completing it even though there might be obstacles in the way. The central lesson that can be learned from this movie is that the choices you make dictate the life we live. Any choice you make or action you take make you become the person you are. You can become whatever you want to become if you put your mind and heart into it. Or Just have to look within and take your determination to its fullest capability and reaching your goals. How to cite The Renaissance Man, Papers

MLA FORMAT free essay sample

This worksheet will help repaper you to keep to the MEAL style and offer some pointers. Citing Sources in the T ext This is where if you use an idea or quote from a source in the text of your paper, you will direct the reader to the source where you got it from (the sources complete information will appear in the Works Cited section of the paper). Usually, this consists of the authors name in parentheses, followed by a page number where the specific text that you are mentioning appears. There are other ways to show this, however.For instance, a usual citation might look like this: Towards the end of his life, Franklin was convinced that the acceptance of his Albany Plan could have prevented the Revolution and created a harmonious empire (Occasions, 161 ) Could also look Like this: According to Occasions (161), Franklin felt that the entire Revolution could have been prevented if the Albany Plan had passed. We will write a custom essay sample on MLA FORMAT or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page In both cases, the reader will know to look in the Works Cited list for Occasions. When they do, they will find this: Occasions, Walter.Benjamin Franklin, An American Life. New York, NY: Simon and Schuster, 2003. If there is no known author, then list the title of the article (or whatever appears first in your Works Cited section) Works Cited list The Works Cited list is at the end of your paper and lists all of the resources you are using ideas from in your paper. It should start on a fresh page and be alphabetical by the authors last name. There is a specific way to write these citations, and It can take a little while If youre not prepared.One good practice Is to compile the list as oh use the sources In your paper so you wont get stuck putting It together at the last minute. The basic formula Is simple: Alsatian, Firsthand. Title. City of Publication: Publisher, Year. Medium of Publication. After that, though, things can get confusing. For instance, if there are more than one authors, or if there is no author. Also, for websites, you must include the date which the site was viewed and, depending on what your instructor wants, the URL as well. Some things to notice: Capitalize every important word in a title.Book titles are in italics, article titles are in quotation marks. Entries should be double-spaced, even if the rest of the paper is not. Indent the second line of any entry five spaces (called a hanging intent) If you have cited more than one work by a particular author, order the entries alphabetically by title, and use three hyphens in place of the authors name for every entry after the first: Below are some examples of properly cited works. Book with one author: Channel, David F. The Vital Machine: A Study of Technology and Organic Life.

The Book of Genesis Towards Understanding Creation Theology

Through the years, a large body of knowledge has been attained on what the Bible and other naturalistic and scientific disciplines teach about creation. Although many people, especially Christians, do not want to engage in the often heated debate about creation, it is imperative that such a topic is discussed since it not only enlighten the faithful about the purpose of God in creation, but it also serves to separate the true theological doctrine from science and other dogmas.Advertising We will write a custom report sample on The Book of Genesis: Towards Understanding Creation Theology specifically for you for only $16.05 $11/page Learn More It is imperative to note at this early stage that creation theology is undoubtedly evident in the Holy Bible, but the doctrine of creation was nurtured in the early centuries of the church (Russell para. 1). It is the purpose of this paper to evaluate creation theology as expounded in the book of Genesis, with a vie w of understanding what God meant for us. The theology of creation as reflected in Genesis presents the Church’s thinking and views about the relationship between the almighty God and the physical world as it is informed by our own comprehension of the Holy Bible coupled with the observations of nature (Lienhard 23). According to the author, Genesis 1 teaches that one omnipresent God summoned the world into existence, and that all of creation, created by the all-powerful God, responds to His call. Of fundamental importance is the fact that God’s creation as seen in the Book of Genesis has order and structure, and is inarguably transfigured to reveal God’s presence. However, the creation is natural, not divine, and Adam and Eve’s sinful nature at the Garden of Eden reveals just that. According to House, it is in Genesis â€Å"†¦that the fact that God is the only creator, indeed the only deity, begins its key role in biblical theology† (6). In m ore than one way, other successive doctrines flow from the truths in this Book, and all are founded on the principle and understanding that God is the creator. Christians must therefore receive and process the knowledge through the art of human reason, but ultimately, they must accept the knowledge as true by faith. The fact that the church of Christ has long confessed creation as a key ingredient of faith is undeniable. Indeed, Genesis 1-2 bears one of the guiding principle of all Biblical Theology – that the true â€Å"living God of the Bible is the maker of heaven and earth, of all things whether seen or unseen† (House 6). It therefore follows that the creation, according to Genesis 1, is inarguably dependent upon the Creator for all of the authority and capacities under its possession, and for its continuous existence in the universe (Lienhard 27). The creation must honour and pay tribute to the Sabbath, the almighty God’s chosen day of celebration and rest since this very special and holy day is anchored in the act of creation, that is, after God created all creations in this universe, He chose to rest on this particular day.Advertising Looking for report on religion theology? Let's see if we can help you! Get your first paper with 15% OFF Learn More The said days of creation are well documented in Genesis 1:3-5. During these days, God is depicted as intelligent, powerful, authoritative, and orderly as He just orders creations into existence (House 8). The creation phenomenon further implies that God is entirely capable, responsible, and copiously knowledgeable about every single creature in the universe since â€Å"all that occurs God does† (House 8). Creation theology as accounted for in the Book of Genesis can never be exhausted. However, Genesis 2:1-3 shows God’s satisfaction with His own creation since all what He needed to accomplish in creation has already been accomplished perfectly (House 8). In G enesis 2:4-25, God ceases to create and turns his focus on developing a rapport with human creation at the Garden of Eden. The book of Genesis therefore enlightens us of the fact that God alone is the Creator; He is the uncaused cause of all creatures in the universe. The Book also teaches that the omnipresent Creator is divine, but also has a personal nature, and as such, He entrusts man with the care of all living creatures in the universe. Lastly, the book illuminates God’s principles of intelligence, power, goodness, and kindness (House 15). Works Cited House, P.R. Creation in Old Testament Theology. (n.d.). Retrieved from http://www.ntslibrary.com/PDF%20Books/Creation%20in%20OT%20Theology.pdf Lienhard, J.T. The Bible, the Church, and Authority. Minnesota: The Liturgical Press. 1995. ISBN: 0814655364 Russell, R. The Theology of Creation. (n.d.). Retrieved from https://counterbalance.org/physics/creat-body.html This report on The Book of Genesis: Towards Understanding Creation Theology was written and submitted by user BenUrich to help you with your own studies. You are free to use it for research and reference purposes in order to write your own paper; however, you must cite it accordingly. You can donate your paper here.

being a teenage parent essays

being a teenage parent essays Raising a child isn't an easy thing to do. Raising a child while still in your teens is even harder. Raising a child, starting your career, finding yourself and getting an education are some of the hardest things most people will ever achieve in their lifetime. Can you begin to imagine going through all of these at the same time? Children need to be fed, bathed and cared for almost full time, do these people get the support they need? For many teenage girls, becoming pregnant can mean a withdrawal of support when it is most needed. Teenagers when they become pregnant can suffer from a lack of support from the school and schoolteachers, the general public and even friends and family. Many find themselves with ultimatum, have an abortion or move out. There is also the common stereotype that teenage parents are missing out on the best years of their lives. Many, while finding their experiences tough and challenging, have no regrets and are happy with where they are, in the long term. They still of course wish, that things could have been easier, so they could have enjoyed being a parent and having first born even more, maybe with a husband and without all the added stress. The social consequences are the last thing on a mothers mind. Teenage parents deal with a lot of stereotyping both from, including strangers and friends. Many people don't wish to acknowledge the fact that it only takes once to get pregnant, which may very well be the case for the pregnant teenager. Yet many people will look at her as lowly, assuming she got pregnant on purpose and had slept around often. Her parenting skills are doubted, even if she follows the most popular of the parenting experts. Relationships are also strained in almost all areas of a teenage parents life. In many cases the father leaves or is unwilling to accept responsibility in the first place and they are left to be a single, teenage parent. Council housing is rarely available and if...

Developing an effective classroom management plan Essay

Developing an effective classroom management plan - Essay Example A positive learning environment can only be created when this philosophy is kept in mind. At the basic level, a classroom simply comprises of a teacher and a group of students. However, a classroom cannot exist in isolation; it comes under the control of a school. Similarly, a school is also required to report to district authorities. Hence, there are multiple stakeholders acting together in this case and each has their own role to play. The role of each of these should be defined in way which maximizes the exchange of knowledge, and creates and maintains the learning environment. Moreover, these roles should also be used as the rules in effectively maintaining a positive learning environment in a K-12 classroom. Let us consider the roles and responsibilities for each of the members one by one. Teachers play the central role in a classroom. A teacher is the one who controls the entire class and it is his skills and capabilities which play a vital role in the learning environment of the class. In some cases, the teacher is the primary source of knowledge who communicates this knowledge to the students. In some cases, the teacher is merely a facilitator who assists the students in acquiring knowledge from textbooks. However, in any case, the role of teacher is indispensible. The role of the teacher should be defined in a way that he is able to effectively communicate with the students and interact with them. It should not be a merely one-sided communication, but the students should respond back. Hence, it is important that the teacher thoroughly knows what he is teaching. He should know all aspects of the topic and should be ready to answer any questions from the students relevant to the topic. Another important role of a teacher is to reward the students for their good perf ormance and punish the students for poor performance. This serves to improve the motivation of students towards the class. Moreover, he should make use of the tools and equipments, such

Process of Heating the Water Assignment Example | Topics and Well Written Essays - 750 words

Process of Heating the Water - Assignment Example The heater design is made on certain assumptions being – (1) steady state rate of heat transfer (or that heat transfer rate is constant with time); (2) the cylindrical structure allows thermal symmetry so that the transfer of heat occurs merely on one dimension and varies not along the axial direction; (3) the metallic composition of the water tank (having thin metal sheet of stainless steel) on the inside possesses negligible thermal resistance; (4) thermal conductivities are uniform throughout the heating process; and that (5) very negligible heat losses take place on surfaces at the top and at the bottom.Among the available insulating materials in the market, the ‘foam’ is chosen for its affordability and low cost of installation. Compared to the other prospected insulators, its thermal conductivity appears to have given the most reasonable values for the length and surface area of the heater via R-equation, while others came out with lengths that converge to t he value of the corresponding outer radius which is not likely in the actual. During the process of heating the water, every 500-W increment is dissipated through the insulated tank wall so the increase of power input ought to be compensated with the addition of foam with relative thickness so as to prevent unnecessary heat loss until the water has achieved the desired temperature at 65Â °C. Stainless steel is preferred to carbon steel or some other steel alloys due to the fact that it potentially resists corrosion over considerable time period.

What Are The Motivations Of Dark Tourists?

What Are The Motivations Of Dark Tourists? On the 27th of April 2008, Josef Fritzl was arrested in Amstetten, a small town in Austria. It has shown that Fritzl sexually abused his daughter, Elisabeth, since she was eleven years old. When she was eighteen years old he locked her up in the basement underneath his house. Fritzl forced his daughter Elisabeth to write a letter to her mother where she stated that she had run away from home and joined a sect. The sexual abuse led to the birth of seven children. Three of these children were raised by Elisabeth in the basement and the other three were raised by Fritzl and his wife. One of the children died a few days after it was born. Furthermore, Fritzl convinced his wife that the three children they raised were exposed by Elisabeth. When one of the children that lived in the basement, the at that time nineteen-year-old Kersten, got ill Elisabeth convinced her father that she needed to be hospitalized. Because Kersten was not registered anywhere, one of the doctors informed the auth orities. After this, Elisabeth saw a program on the television in her basement that made a call up for the mother of Kersten. Then she convinced her father to bring her to the hospital, which led to the hearings of Fritzl and Elisabeth and the confessions of the cruelties that took place. After twenty-four years Elisabeth was freed from the basement and reunited with all her children (Wikipedia, 2010). This affair has received tremendous attention in the media and therefore the case is known all over the world. The affaire encompasses a painful and shameful episode on a national and local basis. Furthermore, the house of Fritzl has become a touristic attraction. Amstetten is dealing with an increasing amount of tourists that come to visit the house. When tourists visit the house, they often take photos of the house and of themselves in front of it. The articles on the internet show that the local authorities find this shocking (HLN, 2010). The phenomenon that people visit places that are associated with death, suffering and violence can be described as dark tourism. Thanatourism is a similar concept and also involves the visiting of locations associated with death and suffering, but an emphasis is placed upon symbolically experiencing a painful death. Another related concept is black spots, which can be described as commercial cemeteries of famous people or locations where death an d suffering took place. The house of Fritzl belongs to such places and visiting this location fits the description of dark tourism and thanatourism. The house of Fritzl, where the abuse and cruelties took place, can be seen as a symbolic reflection of this affaire and its tragic events. Furthermore, the house serves as a tangible object that invokes the memory of the Fritzl-affaire (Yull, 2003: 10-13; Logan en Reeves, 2009: 1-3; Rojek, 1993: 136). The phenomenon that people visit the house of Fritzl inspired me to formulate the following research question: What are the motivations of dark tourists? The case of the house of J. Fritzl in Amstetten. It is interesting to find out why tourists visit the house, if the media attention has played a role in the decision of people to visit the house and if certain characteristics, such as age and gender, affect the motivation of these visitors. The case of Fritzl offers a fascinating and recent case to go more in-depth into the motivations of dark tourists. Scientific and Social Relevance The scientific relevance of this research question lies in the fact that the subject of dark tourism is relatively new within the academic field. Several articles have been published on this topic, but as Stone (2006) argues: despite this increasing attention the dark tourism literature remains both eclectic and theoretical fragile (Stone, 2006: 145). Some researchers have already focused on visitor motivations of dark tourist sites. For example, Yull (2003) investigated why people visit the Holocaust Museum in Houston. However, according to Stone (2006) and Sharpley (2009) research first and foremost has focused on describing the different dark tourist sites, rather than on the consumption and experiences of visitors. This research will contribute to the understanding of visitor participation in dark tourism by taking the visitors of the house of Fritzl as the focal point of this research. Furthermore, the existing research has not focused on the motivations of visitors to dark tour ist sites, comparable to the house of Fritzl and therefore this research will add to and fill the gap in the existing literature. The social relevance of this research is harder to determine. However, finding out what the motivations of visitors are, might provide useful and relevant information for directly involved parties, other than the scientific community. For example, this information could offer the local community of Amstetten and (in)direct victims of this case a better understanding of what is going on and with what reasons people visit this site of horror. For example visitors might be motivated to visit this place to pay respect to the victims or remember the cruelties that took place, instead of entertainment purposes. Furthermore, the results of this research could even be relevant to society as a whole, since dark sites similar to the house of Fritzl seem to increasingly pop up and attract visitors world-wide. This research seeks to provide insights into why people a re motivated to visit these morbid locations. Theoretical Concepts and Hypothesized Relations As mentioned previously, several theoretical concepts are related to the phenomenon where people visit places associated with pain, death and suffering. Academic attention to this phenomenon increased in the twentieth century and several theoretical concepts were introduced. These concepts are black spots (Rojek, 1993), dark tourism (Lennon and Foley, 1996: in Yull, 2003) and thanatourism (Seaton, 1996: in Sharpley, 2009). These dark concepts will be briefly discussed in a more or less chronicle order, based on introduction in the literature. Another concept of importance for this research is visitor motivations (Sharpley, 2009: 12-15). Dark Concepts Black Spots Rojek (1993) coined the term black spots and argues that these locations involve commercial cemeteries of famous people or sites where death and suffering took place. In his research, Rojek (1993) also mentions that people increasingly visit these dark sites and that entrepreneurs initiate tours around these black spots. Examples of black spots are the concentration camp Auschwitz-Birkenau in Oswiecim-Brzezinka, Ground Zero in New York and the location where Princess Diana got killed in a car crash (Rojek, 1993: 136-145). Dark Tourism and Thanatourism Visiting places associated with death, pain and suffering is becoming increasingly popular. However, Sharpley (2009) argues that this is not a new phenomenon. In the Roman Empire, it was a common form of entertainment to attend a gladiators match. Another example are the public executions in the Middle Ages. Traveling to places where death and suffering are central elements can be defined as dark tourism. Furthermore, it involves consuming real or simulated places of death and horror. Visiting these places where actual cruelties took place by relatives or friends of the victims cannot be seen as a form of dark tourism. Thanatourism is a concept which strongly relates to dark tourism and was introduced in the literature in the same year as dark tourism. Thanatourism entails the visiting of locations associated with death and suffering, where visitors want to symbolically experience a painful death. This description points more to the motivations of visitors of dark sites. However, the term dark tourism is usually used in the academic field and no distinction is made between the concepts dark tourism and thanatourism. Therefore, I will use the term dark tourism in this research and make no difference between dark tourism and thanatourism (Lennon en Foley, 2000: 3-5; Yull, 2003: 10, 11; Sharpley, 2009: 3-19). Dark tourism involves the actual visiting of black spots. There are different black spots which are visited daily by tourists and therefore belong to sites of dark tourism. Furthermore, several tours are initiated around dark sites. Commercial motives, in terms of entrance fees, are often involved. Examples are the Jack the Ripper tour in London or the tour in Charleroi which shows you, among other dark sites, the house of the famous kidnapper and child molester Marc Dutroux. Visiting morbid museums, old prisons or battle field fall also under the category dark tourism. As discussed previously, the house of Fritzl fits the description of a black spots and inc reasingly attracts visitors. This research seeks to understand the motivations of these visitors (Stone, 2006: 145, 146, 152; HLN, 2010). Visitor Motivations For this research it is necessary to include visitor motivations as a theoretical concept. Motivations of individuals to visit regular tourist places include getting acquainted with other cultures and increase ones knowledge about these locations. Furthermore, motivations often involve entertainment purposes, such as having fun or seeking adventure. Relaxation, revitalization, being active and get close to nature are also common incentives to visit a certain location (Kozak, 2002: 225). However, these motivations of regular touristic locations might differ from motivations of tourists that visit black spots. Unfortunately, few literature is available that focus on visitor motivations of dark tourists. The literature that is accessible, uses similar research questions to the one is used in this research. Yull (2003) studied the motivations of dark tourists and focused more specifically on the motivations of visitors of the Holocaust Museum in Houston. Niemelà ¤ (2010) focused on visi tor motivations of the House of Terror museum in Budapest. This museum is built to remember the tortured and killed people during World War II. In addition, Poria, Reichel and Biran (2006) chose to investigate the motivations of the visitors of the Anne Frank House in Amsterdam. Although the dark tourist locations used in these researches are museums associated with death and suffering and therefore differ from the dark site that is used in this research, similar motivations may be found. If different motivations are found, it could be argued that this difference is dependent on the specific dark tourist site. According to Yull (2003), motivations of dark tourist could involve entertainment purposes, such as providing a thrill, a novel experience or adventure. Furthermore, remembering the victims and the cruelties that took place or curiosity can also be motivations of tourist that visit the house of Fritzl. Although education might be more suitable as a motivation to visit a museum associated with death and suffering, individuals can also visit the house of Fritzl to learn something. For example, visitors might want to enrich their knowledge about the Fritzl-affaire. In addition, Niemelà ¤ (2010) argues that emotional involvement might also play a role in the motivations of dark tourists. Visitors might identify or have a personal connection with the cruelties that took place. Moreover, Poria, Reichel and Biran (2006) include two more motivations; tourists might visit a dark site, because it is famous or because they feel that the site is historically important (Yull, 2003: 146-159, 191-199; Niemelà ¤, 2010: 37; Poria, Reichel and Biran, 2006: 322). The media play an important role within the field of dark tourism. The media can report tragic events that take place all over the world. The attention that the media pay to tragic and horrible events serve as a stimulation for flows of tourism. Furthermore, media has the capacity to bring dark tourism sites to public consciousness (Yull, 2003: 125). Additionally, Lennon and Foley (2000) argue that the attention of the media to specific dark sites, might motivate individuals to visit the location in order to experience the reality behind the media representations. Since, the Fritzl-affaire received tremendous attention in the media, it will be likely that this attention has an influence on the motivation of visitors (Stone, 2009: 57; Seaton, 2009: 90; 95, 106; Lennon and Foley, 2000: 152). Operationalization of Theoretical Concepts In this section, the operationalization of the theoretical concepts will be discussed. To answer the question What are the motivations of dark tourists? The case of the house of J. Fritzl in Amstetten, I will conduct qualitative semi-structured interviews  [1]  with visitors of the house of Fritzl in Amstetten. This implies that a topic list will be made, consisting of topics that will be addressed in the interview. However, the order in which the topics will be discussed is not fixed and if necessary, the interviewer will probe for more information and adapt to new themes that are brought up by the interviewees. Furthermore, the interviewer can adapt to the level of comprehension of the respondents. The questions will be open, which means that no answer categories will be made (t Hart, Boeije and Hox, 2007: 274, 275; Gilbert, 2001: 123, 124). Several topics that will be addressed in the interview are outlined. First of all, it is important to include demographic factors of the v isitors, such as age, the country the interviewee lives in and the highest obtained level of education (primary school or less, secondary school, intermediate vocational training, higher vocational training, college or post graduate). Furthermore, the gender of the respondent will be noted during the interview. These demographic factors are included, because they are important background variables and might affect the motivations people have to visit the house of Fritzl. Other topics that will be included will focus upon the motivations of visitors of the house of Fritzl in Amstetten. It will be asked what attracted the visitors to visit Amstetten and what their primary reason is for visiting this town. I will seek to explore whether visitors come specifically for the house or if they have other motives or more than one reason to visit this town. Then, I will focus on the topic of why people visit the house of Fritzl. Although, similar answers to the research on dark tourist motivations described above maybe found, such as entertainment, curiosity, remembrance of the victims and cruelties that took place, emotional involvement, historical importance of the site or its fame, unexpected answers also need to be taken into account. Furthermore, it is essential to go in-depth into the answers and ask for further elaboration if necessary. Additionally, it needs to be explored whether visitors have multiple motivations to visit the house of Fritzl. Seeking to understand motivations of visitors of the house of Fritzl, demands for adapting to possible unexpected answers and the skills to react to this situation adequately. Furthermore, the role of the media will be addressed. Central themes will be, whether visitors are familiar with and interested in the Fritzl-affaire, if they have followed the case in the news, documentaries or on the internet. This will seek to explore whether media attention to the Fritzl-affaire affects the tourists in their motivation to visit the house. Next, I will focus upon if the visitors have previously visited other dark locations, where cruelties have taken place. It will be interesting to find out if there is a relationship between visiting the house of Fritzl and other dark locations and if we are dealing with tourists that have an interest in visiting dark sites in general. Plan for Data Collection For this research, the visitors of the house of Fritzl in Amstetten are the objects of study. Hence, it is necessary to come into contact with these visitors. For this research I choose to use qualitative semi-standardized interviews to answer the research question. Qualitative methods are used when a certain research topic is relatively new and unexplored. Furthermore, qualitative methods offer the possibility to go more in-depth into specific aspects of a certain phenomenon. Baarda, de Goede and van der Meer-Middelburg (1996) argue that qualitative interviews are a suitable method when ideas, motivations, opinions and experiences need to be investigated. Since this research seeks to explore the motivations of visitors of the house of Fritzl in Amstetten, it fits this description (t Hart et al. 2007: 253; Baarda et al. 1996: 18-20). I choose to use semi-structured, one-to-one interviews. This implies that topics will be formulated and addressed in the interview. Besides demographic questions, specific questions, answer categories or the order of the questions will not be fixed in advance. This gives the interviewer the opportunity to probe for more information if necessary or reflexively respond to new themes that might be brought up. This reflexive approach is essential, since motivations of dark tourists is relatively unexplored, especially in regard to locations comparable to the house of Fritzl. This may result in unexpected answers to be brought up. When standardized methods are used, this will not be possible. One-to-one interviews are used, because the interviewees will not be influenced by the opinions of others and may give them the feeling to speak more openly about their motivation(s). Furthermore, confidentiality and anonymity of the data will be guaranteed (Baarda et al., 1996: 18-24, 26-28; t Hart et al. 2007: 254, 261, 262, 267; Gilbert, 2001: 123-129). To interview the research participants of this research it is necessary to go to Amstetten, w hich is roughly a nine hour drive from Rotterdam. I will spend three days around the house of Fritzl and I will approach the visitors that come by. I will ask them if they are willing to participate in this research. This research requires purposive sampling, because I assume that only a small group of visitors of the house of Fritzl is accessible in these three days and this group will be likely to represent the visitors as a whole. Furthermore, using a probability sample is often unrealistic for small-scale or qualitative research (Gilbert, 2001: 62). The duration of the interview will be approximately twenty minutes and the amount of interviewees will depend on the willingness to participate. The aim will be to conduct ten to twenty interviews. Furthermore, the interviews will be recorded. Gilbert (2001) argues that recording is recommendable, especially when conducting non-standardized or semi-structured interviews. This, because this type of carrying out interviews requires an active participation of the interviewer within the conversation. By recording the interview, the data wont be lost and in contrast to making notes it wont obstruct or slow down the dialogue. It also signals that the responses of the respondents are taking seriously. Of course, the use of recording will be explained to the interviewees and their approval will be asked. Directly after the interview, notes will be made about the setting, the interview and the interviewee which can be used to recall the context of the particular interview (t Hart et al. 2007: 268-270; Gilbert, 2001: 61-63, 135-137). Plan for Data Analysis When the data is collected, the analysis of the data will begin. First of all, the recorded interviews will be verbatim transcribed. I choose to write down everything that is said, because then data wont get lost that might be of significance when the research progresses. Although, transcribing everything is time-consuming and labor-intensive, the low quantity of interviews makes it possible to do so. Furthermore, transcribing the data allows you to get familiar with the data and it helps facilitating thoughts and ideas about possible connections and underlying themes. Before analyzing, the transcripts will be checked by listening to the recordings once more and by carefully reading the written text. The demographic characteristics of the respondents will be shown on the first page of the transcripts. After this, I will offer the transcript to the respondents, so that accuracy can be checked and comments can be made. This improves reliability and validity of the answers (Gilbert, 200 1: 134-137). The transcripts will be read repeatedly with the aim to identify underlying themes and connections. By comparing and contrasting fragments within interviews and between interviews, fragments with an underlying connection will be categorized and labeled. Furthermore, it will show whether the earlier described motivations are found in the transcripts, or if new themes will be discovered. Similarities and dissimilarities between different respondents may emerge and might relate to their demographic characteristics. Eventually, the codified themes will be linked and compared to draw a full picture of the motivations of visitors of the house of Fritzl in Amstetten and answer the research question (Gilbert, 2001: 137, 138; t Hart et al. 2007: 176, 277). Discussion Gilbert (2008) describes six properties that a research question should have. The research question should be interesting, relevant, concise, answerable, feasible and ethical. For this research it is necessary to address two of these properties more in-depth, which are the feasibility of this research and its ethical dimensions. The research question, What are the motivations of dark tourists? The case of the house of J. Fritzl in Amstetten, is feasible to the extent that it can be answered within a relatively short period of time and with relatively low costs. Furthermore, the research participants are accessible. However, the search for visitors of the house of Fritzl might show difficulties. For this research I will spend three days around the house of Fritzl and approach the tourists that will visit the house. However, it is possible that on these particular days there will be no visitors at all. Consequently, finding research participants might be time-consuming and unpleasant ( Gilbert, 2008: 48). According to Gilbert (2008), it is of importance to take into account the ethical dimensions of a research question. While no specific approval is needed from institutions to conduct this research, this research involves a certain sensitivity. The reason for this, is that this study focuses upon an affair where people suffered and were mistreated. Therefore, this affair is sensitive to victims or relatives of these victims. Furthermore, this case might be sensitive to the neighboring residents or the whole community of Amstetten. Spending three days in front of the house of Fritzl to gather the research participants might be offensive to the residents. For example, they might be upset or feel that their privacy is violated. Consequently, it is necessary to work with discretion. Eventual publication of this research also involves ethical implications. Publication might cause harm to the different parties involved (Gilbert, 2008: 48, 49; Gilbert, 2001: 49-53). A la st brief comment I would like to make is about the weaknesses of Literature Baarda, D.B., de Goede, M.P.M. van der Meer-Middelburg, A.G.E. 1996. Basisboek Open Interviewen. Groningen: Stenfert Kroese. Gilbert, N. 2001. Researching Social Life (2nd edition). London: Sage Publications. Gilbert, N. 2008. Researching Social Life (3d edition). London: Sage Publications. t Hart, H., Boeije, H. Hox, J. 2007. Onderzoeksmethoden. Amsterdam: Boom onderwijs. Kozak, M. 2003. Comparative analysis of tourist motivations by nationality and destinations. Tourism Management 23, 221-232. Lennon, J.J. Foley, M. 2000. Dark Tourism: The Attraction of Death and Disaster. Australia: South-Western Cengage Learning. Logan, W. Reeves, K. 2009. Places of Pain and Shame: Dealing with Difficult Heritage. USA/Canada: Routledge. Niemelà ¤, T. 2010. Motivation Factors in Dark Tourism: Case: House of Terror. https://publications.theseus.fi/bitstream/handle/10024/14984/Niemela_Titta.pdf?sequence=3 6 October 2010 Poria, Y., Reichel, A. Biran, A. 2006. Heritage Site Perceptions and Motivations to Visit. Journal of Travel Research 44, 318-326. Rojek, C. 1993. Ways of Escape: Modern Transformations in Leisure and Travel. London: The MacMillian Press. Sharpley, R. 2009. Shedding Light on Dark Tourism: An Introduction. In: R. Sharpley P.R. Stone. The Darker Side of Travel: The Theory and Practice of Dark Tourism. Bristol: Channel View Publications, 3-22. Stone, P.R. 2006. A dark tourism spectrum: Towards a typology of death and macabre related tourist sites, attractions and exhibitions. Tourism 54 (2), 145-160. Stone, P.R. 2009. Dark Tourism: Morality and New Moral Spaces. In: R. Sharpley P.R. Stone. The Darker Side of Travel: The Theory and Practice of Dark Tourism. Bristol: Channel View Publications, 56-74. Yull, S.M. 2003. Dark Tourism: Understanding Visitor Motivation at Sites of Death and Disaster. http://etd.tamu.edu/bitstream/handle/1969.1/89/YUILL-THESIS.pdf?sequence=1. 7 October 2010 Websites HLN, 2010 http://www.hln.be/hln/nl/960/Buitenland/article/detail/314386/2008/06/16/Toeristen-op-de-foto-voor-horrorkelder.dhtml 6 October 2010 HLN, 2010 http://www.hln.be/hln/nl/1901/reisnieuws/article/detail/269697/2008/05/08/Ramptoerisme-bij-Oostenrijks-gruwelhuis.dhtml 6 October 2010 Wikipedia, 2010 http://nl.wikipedia.org/wiki/Fritzl-incestzaak 6 October 2010

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