CORPORATE GOVERNANCE China Yuchai International Limited | Annual Report 2013 16 We are an exempted company incorporated in Bermuda and are subject to the laws of that jurisdiction. The legal framework  in Bermuda which applies to exempted companies is flexible and allows an exempted company to comply with the corporate  governance regime of the relevant jurisdiction in which the company operates or applicable listing standards. Under Bermuda  law, members of a board of directors owe a fiduciary duty to the company to act in good faith in their dealings with or on behalf  of the company and to exercise their powers and fulfill the duties of their office honestly. In addition, the Bermuda company  legislation imposes a duty on directors and officers of an exempted company to act honestly and in good faith with a view to the  best interests of the company and requires them to exercise the care, diligence and skill that a reasonably prudent person would  exercise in comparable circumstances. Bermuda legislation also imposes certain specific duties and obligations on companies  and directors, both directly and indirectly, including duties and obligations with respect to matters such as (a) loans to directors  and related persons; and (b) limits on indemnities for directors and officers. Bermuda law does not impose specific obligations  in respect of corporate governance, such as those prescribed by NYSE listing standards, requiring a company to (i) appoint  independent directors to their boards; (ii) hold regular meetings of non-management directors; (iii) establish audit, nominating  and governance or compensation committees; (iv) have shareholders approve equity compensation plans; (v) adopt corporate  governance guidelines; or (vi) adopt a code of business conduct and ethics.  We are also subject to the NYSE listing standards, although, because we are a foreign private issuer, those standards are  considerably different from those applied to US companies. Under the NYSE rules, we need only (i) establish an independent  audit committee that has specified responsibilities as described in the following table; (ii) provide prompt certification by  our chief executive officer of any material non-compliance with any corporate governance rules; (iii) provide periodic written  affirmations to the NYSE with respect to our corporate governance practices; and (iv) provide a brief description of significant  differences between our corporate governance practices and those followed by US companies. 