The Board

1. The Board is charged with promoting the success of the Company by directing and supervising its affairs in a responsible and effective manner. Each Director has a duty to act in good faith in the best interests of the Company. The Directors are aware of their collective and individual responsibilities to all Shareholders for the manner in which the affairs of the Company are managed, controlled and operated.
   

2. Duties of the Board include:

   a.	giving the strategic direction of the Company;
   b.	setting the objectives of Management;
   c.	monitoring the performance of Management;
   d.	overseeing the management of Neptune relationships with stakeholders, such as governments, customers, the community, interest groups and others who have a legitimate interest in the responsible conduct of the Group's business;
   e.	ensuring that a framework of prudent and effective controls is in place to enable risks to be assessed and managed; and




3. The Board meets in person at least quarterly. Active participation at each Board meeting of at least a majority of Directors is expected. Obtaining consent through the circulation of written resolutions will not be treated as a regular Board meeting. The frequency and length of Board meetings, volume of briefing papers considered and Directors' attendance are published in the Annual Report and on the Neptune website.

4. Board meetings are scheduled one year in advance with a view to facilitating attendance by Directors.

5. All Directors have the opportunity to include matters in the agenda for a regular Board meeting. Other than in exceptional circumstances, Directors are asked at least 14 Days before the meeting date if they have any item to raise at the Board meetings. Notices of regular board meetings are sent to Directors at least 14 days before the meeting date. For all other Board meetings, reasonable notice is given.
   

6. A full agenda and accompanying Board papers are circulated to all Directors usually 7 days, and in any event not less than 3 days, in advance of each Board meeting.
   

7. The Company Secretary shall ensure that Directors are informed of the status of matters arising from discussions at the previous meeting Board.
   

8. All Directors are to be provided, in a timely manner, with information in a form and of a quality appropriate to enable them to discharge their duties and responsibilities. In particular, all Directors are entitled to access to Board papers and related materials from the Company Secretary in a timely manner.
   

9. Management is responsible for providing the Board with adequate and timely information which is complete and reliable and which will enable Directors to make an informed decision on matters placed before them. Where any Director requires more information than is volunteered by Management he/She will make further enquiries, to which Management must respond quickly and effectively. The Board and each Director has separate and independent access to the Senior Management.
   

10. All Directors have free access to the advice and services of the Company Secretary and the Corporate Secretarial Department with a view to ensuring that Board procedures are followed and on any matter relating to the application and implementation of this Code.
    

11. Complete minutes of each Board meeting are kept by the Company Secretary and are available for inspection by any Director during office hours.
    

12. Minutes record in sufficient detail the matters considered by the Board and the decisions reached, including any concerns raised by the Directors of dissenting views expressed. Draft and final versions of minutes are sent to all Directors for their comment and records respectively, in both cases as soon as possible.

13. The Board has adopted a system whereby the Directors may seek independent professional advice in appropriate circumstances in the furtherance of their duties. The system is as follows:
    
    

    a.

    The Board has resolved that, upon reasonable request, a Director may seek and be provided with separate independent professional advice to assist the relevant Director to discharge his of her duties to the Company. The Director in question shall ask the Chairman who shall review the relevant director's request then make the necessary arrangements for such a professional advisor to be appointed and revise as he/she thinks appropriate. If the Director in question is still dissatisfied with the response of the arrangements, the matter shall be referred to a Committee comprising all the Independent Non-executive Directors available and willing to consider the matter.




14. If a substantial Shareholder or a Director has a conflict of interest in a matter to be considered by the Board which the Board has determined to be material, the matter will be dealt with by holding a Board meeting of a meeting of a Board Committee set up for that purpose pursuant to resolution passed in a Board meeting. The Board will take into account the exceptions to the general voting prohibition, set out in the Listing Rules under Appendix 3 note 1, in considering whether a substantial Shareholder of a Director had a conflict of interest in a matter to be considered by the Board. If the relevant exceptions apply, a regular Board meeting need not be held.
    

15. If a Board of Board Committee meeting is held for the purpose of paragraph A.14 above, Independent Non-executive Directors who, and whose associates, have no material interest in the transaction concerned will be present at such a meeting. Any Director concerned should declare his/her interest at of prior to the meeting of the Board of Committee in question and consider withdrawal from the meeting when the matter is discussed. Directors concerned must abstain from voting on any Board of committee resolution and will not be counter in the quorum.
    

16. The Company should arrange a Directors' and Officers' Liability insurance, the terms of which are reviewed by the Board annually.

1. The composition of the Board is such that it facilitates the making of informed and critical decisions. The Board includes a balanced composition of Executive, Non-executive Directors and independent Non-executive Directors are of sufficient caliber and number for their views to carry independent judgment without undue disruption.
   

2. The Board possesses a balance of skills and experience appropriate for the business of the Company. The Directors have a mix of finance, legal and management qualifications with considerable experience in diversified business. At least one of the independent Non-executive Directors had professional accounting qualifications.
   

3. The Independent Non-executive Directors are expressly identified as such in all corporate communications that disclose the names of the Directors.
   

4. There are at least three Independent Non-executive Directors. Independent Non-executive Directors comprise at least one-third of the Board.
   

5. The views of Management are represented at meetings of the Board by the presence of the Chief Executive Officer and other Executive Directors, as well as by the attendance of other senior executives at Board meetings when required.
   

6. Details of the membership of the Board (including the Independent Non-executive Directors) and roles and functions of Directors are given in the Annual Report and on the Neptune website and the information is updated whenever there are changes. In this Code, references to “Non-executive Directors” include both independent and non-independent directors, unless the context makes it clear otherwise.

1. All Directors, collectively and individually, are aware of their responsibilities to all Shareholders for the conduct, business activities and development of the Company and shall perform their responsibilities in accordance with this Code.
   

2. The Non-executive Directors have the same duties of care and skill and fiduciary duties as the Executive Directors.
   

3. Upon the appointment of a new Director, we provides the Director with a comprehensive, formal induction with due regard to the Guidance Notes on "Induction of Directors" published by the institute of Chartered Secretaries and Administrators (ICSA) to ensure that he/she has a proper understanding of the operations and business of the Company and that he/she is fully aware of his/her responsibilities under statute and common law, the Listing Rules, applicable legal requirements and other regulatory requirements and the business and governance policies of the Company, in particular the restrictions to which the Director is subject in relation to price-sensitive information and dealing in the Company's securities.
   

4. New Directors are expected to have such expertise to qualify them to make a positive contribution to the performance by the Board of its responsibilities. Every Director ensures that he/she can give sufficient time and attention to the affairs of the Company.
   

5. All Directors (with the exception or the Chief Executive Officer and the Executive Directors) are non-executive and independent of Management. Responsibilities of the Non-executive Directors include:
   

   a.	participating in Board meetings to bring an independent judgment on issues of strategy, policy, performance, accountability, resources;
   b.	promoting critical review and control of the management process;
   c.	taking the lead where potential conflicts of interests arise;
   d.	serving on the Audit Committee, and other Board Committees, if invited;
   e.	attending General Meetings and developing a balanced understanding of the views of Shareholders;
   f.	bringing a wide range of business and financial experience to the Board which contributes to the effective direction of the Company; and
   g.	Positively contributing to the development of the Company's strategy and policies, scrutinizing the Company's performance in achieving agreed corporate goals and objectives, and monitoring the reporting of performance.




6. The Independent Non-executive Directors, to whom any Shareholders' concerns can be conveyed, help ensure that the interests of all Shareholders, and not only the interests of a particular faction or group, are properly taken into account by the Board and that the relevant issues are subjected to objective consideration by the Board. The views of the Independent Non-executive Directors carry significant weight in the Board's decision-making process.

7. All Directors and Senior Management are obliged to comply with the standard of the Code set out in Appendix 10 to the Listing Rules for Securities Transactions by Directors and Specified Individuals governing Directors' and Senior Managers' dealings in the Company's securities, the provisions of which are no less exacting than those of the Model Code issued by the Hong Kong Stock Exchange.

8. Each Director discloses to the Company (at the time of appointment and on a yearly basis) the number and nature on offices held in public companies or organizations and other significant commitments, with the identity of the public companies or organizations and the time involved.

1. Neptune follows a formal, considered and transparent procedure for the appointment of new Directors.
   

2. The appointment of a new Director is a matter for consideration by the decision of the full Board. All Directors appointed to fill a casual vacancy are subject to election by Shareholders at the Annual General Meeting (AGM) in their first year of appointment. Every Director is subject to retirement by rotation at least once.
   

3. The Non-executive Directors are appointed for a term of not than four years upon their appointment or election or re-election by Shareholders, as appropriate. Each of the Non-executive Directors is subject to retirement by rotation and re-election by Shareholders. The term of appointment of each Non-executive Director starts on the respective date of his/her appointment, or his/her most recent election of re-election (as the case may be) by Shareholders and ends on either:
   

   a.	the date of the third AGM after the date of such election or re-election; or
   b.	the date on which the Director concerned shall retire by rotation or shall other otherwise retire, whichever is the earlier.




4. The Company's Articles of Association provide that the Board shall comprise not less than four Directors, nor more than fifteen.
   

5. One-third of the Directors are required to retire from office at the AGM in each year. A retiring Director is eligible for re-election.
   

6. The Directors to retire in every year shall be those appointed by the Board during the year and those who have been longest in office since their election or re-election. Any Director who has been appointed by the Board during the year and retires at the next AGM shall not be taken into account in determining the number of Directors who are to retire by rotation at that AGM.
   

7. The names and biographical details (including other Directorships held in listed public companies in the last 3 years and other major appointments) of the Directors who will offer themselves for election or re-election at the next AGM are contained in the Notice of the AGM to assist shareholders in making an informed decision on their election.
   

8. The Company will announce any resignation or removal of a Director and give reasons, including information relating to a relevant Director's disagreement with the Company (is any) and a statement confirming whether of not there are any matters that need to be brought to Shareholders' attention.
   

9. Where the Board proposes a resolution to elect an individual as an Independent Non-executive Director at the General Meeting, the reasons why the Board believes the individual should be elected and why it considers the individual to be independent are contained in the Notice of the relevant General Meeting.
   

10. If an Independent Non-executive Director serves more than 9 years, any further appointment is subject to a separate resolution to be approved by Shareholders. The reasons why the Board believes that the individual continues to be independent and why he should be re-elected are contained in the Notice of General Meeting.

1. The posts of Chairman and Chief Executive Officer (CEO) are separate to ensure a clear distinction between the Chairman's responsibilities to manage the Board and the CEO's responsibility to manage the Company's business. The division of responsibilities between the Chairman and CEO is clearly established and set out in writing.

2. The responsibilities of the Chairman include:

   a.	ensuring all Directors are properly briefed on matters to be discussed at Board meetings
   b.	ensuring all Directors receive adequate, complete and reliable information in a timely manner;
   c.	providing leadership for the Board;
   d.	ensuring that the Board works effectively, discharges its responsibilities and discusses all key issues in a timely manner;
   e.	ensuring that, on his/her behalf, the Company Secretary settles and approves the agenda for Board meetings,
   f.	ensuring good corporate governance practices and procedures are in place. In the Company's case the Chairman, through the Company Secretary, oversees the implementation of practices and procedures set out in this Code;
   g.	giving each Director an opportunity to express his/her views at Board meetings, encouraging all Directors to fully contribute to the Board's affairs and ensuring that the Board acts in the best interests of the Company;
   h.	at least annually holding meetings with the Non-executive Directors without the Executive Directors present; and
   i.	facilitating the effective contribution of Non-executive Directors in particular and building constructive relations between Executive and Non-executive Directors. For example, the Chairman encourages the Non-executive Directors to play an active part in the Company's affairs, such as through visits to the Company's facilities, informal meetings with Management and staff and participation in corporate events.




3. The Chairman has a casting vote in the event of an equality of votes on any matter to be decided by the Board.