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ANNUAL REPORT 2013
CORPORATE GOVERNANCE REPORT
Willas-Array Electronics (Holdings) Limited (the “Company”) is committed to achieving high standards of corporate
governance and has generally complied with the principles of the Code of Corporate Governance (the “Code”), which
is recommended by the Corporate Governance Committee. The Board is pleased to report compliance by the Company
with the Code except where otherwise stated.
BOARD OF DIRECTORS - PRINCIPLES 1, 2, 3, & 6
The Board comprises seven directors, four of whom are executive directors and three of whom are independent non-
executive directors. The Board, taking into account the nature of operations of the Company, considers its current size
to be adequate for effective decision-making. Key information regarding the directors’ background, qualifications, and
other appointments is set out on pages 15 to 17 of the Annual Report. The Chairman of the Company gives guidance
on the corporate direction of the Group and is also involved in the scheduling and chairing of Board meetings and the
controlling of the quality, quantity and timeliness of information supplied to the Board. The Managing Director of the
Company assists the Chairman in setting the business strategies and directions for the Company and manages the business
operations of the Company with other management staff. Each of the Chairman and Managing Director performs separate
functions to ensure that there is an appropriate balance of power and authority, and that accountability and independent
decision-making are not compromised. In addition, the Chairman and Managing Director are not related to each other.
In order to enhance the directors’ competency, the directors will receive relevant training, particularly on relevant new
laws, regulations and changing commercial risks, from time to time. The directors will also be updated on the business of
the Company through regular presentations and meetings. Apart from its statutory duties and responsibilities, the Board
approves nomination of directors to the Board and appointment of key managerial personnel, oversees the management of
the business and affairs of the Company, approves the Company’s corporate and strategic directions, reviews the financial
performance of the Company and approves any investment proposals. The Board is accountable to the shareholders while
the management is accountable to the Board. To assist the Board in fulfilling its responsibilities, the Board is provided with
management reports containing complete, adequate and timely information, and papers containing relevant background
or explanatory information required to support the decision making process.