CORPORATE GOVERNANCE China Yuchai International Limited | Annual Report 2013 19 • These responsibilities include (i)  reviewing and approving corporate goals and objectives relevant to  CEO compensation; (ii) evaluating CEO performance and  compensation in light of such goals and objectives for  the CEO; (iii) based on such evaluation, reviewing and  approving CEO compensation levels; (iv) recommending  to the board non-CEO compensation, incentive compensation plans and equity-based plans; and (v) producing a report on executive compensation as  required by the SEC to be included in the company’s  annual proxy statement or annual report. The committee  must also conduct an annual performance self-evaluation. • Our compensation committee reviews among other  things the Company’s general compensation structure,  and reviews, recommends or approves executive appointments, compensation and benefits of directors  and executive officers, subject to ratification by the Board  of Directors, and supervises the administration of our  employee benefit plans, if any. Nominating/Corporate Governance Committee • Listed companies must have a nominating/corporate  governance committee composed entirely of independent  board members. •  We do not have a nominating/corporate governance  committee. However, certain responsibilities of this  committee are undertaken by our Compensation Committee, such as the review and approval of executive  appointments and all other functions are performed by  the Board of Directors. • The committee must have a written charter that  addresses its purpose and responsibilities, which include  (i) identifying qualified individuals to become board  members; (ii) selecting, or recommending that the board  select, the director nominees for the next annual meeting  of shareholders; (iii) developing and recommending to the  board a set of corporate governance principles applicable  to the company; (iv) overseeing the evaluation of the  board and management; and (v) conducting an annual  performance evaluation of the committee. Equity-Compensation Plans •  Shareholders must be given the opportunity to vote on  all equity—compensation plans and material revisions  thereto, with limited exceptions. •  We intend to have our shareholders approve equity- compensation plans. Corporate Governance Guidelines •  Listed companies must adopt and disclose corporate  governance guidelines. •  We have formally adopted various corporate governance  guidelines, including Code of Business Conduct and Ethics  (described below); Audit Committee Charter; Whistle- blowing Policy; Insider Trading Policy; and Disclosure  Controls and Procedures. Code of Business Conduct and Ethics •  All listed companies, US and foreign, must adopt and  disclose a code of business conduct and ethics for  directors, officers and employees, and promptly disclose  any amendment to or waivers of the code for directors or  executive officers. •  We adopted a Code of Business Conduct and Ethics Policy  in May 2004, which was revised on December 9, 2008.  A copy of the Code is posted on our internet website  at http://www.cyilimited.com. We intend to promptly  disclose any amendment to or waivers of the Code for  directors or executive officers.