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WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED

CORPORATE GOVERNANCE REPORT

BOARD OF DIRECTORS - PRINCIPLES 1, 2, 3, & 6 -

continued

All directors have separate and independent access to senior management and to the company secretary. The company

secretary ensure that minutes of Board meetings are prepared, and assist the Chairman in ensuring that Board procedures

are followed and reviewed so that the Board functions effectively. The company secretary also ensure that the Company’s

Bye-Laws and relevant rules and regulations, including requirements of the Companies Act and the Listing Manual of the

Singapore Exchange Securities Trading Limited (the “SGX-ST”), are complied with. Should directors, whether as a group or

individually, need independent professional advice in the furtherance of their duties, the cost of such professional advice

will be borne by the Company. The Board met twice during the past financial year. However, the executive directors met

more regularly to review and discuss management and operational matters. In addition, directors’ resolutions in writing

were also circulated for transactions that require directors’ approval. The number of Board, Audit Committee, Nomination

Committee, and Remuneration Committee meetings held in the year, as well as the attendance of every Board member at

those meetings is as follows:

Audit

Nomination Remuneration

Board Committee

Committee

No. of Meetings held in Financial Year

2

1

2

Name & Attendance of Director:

Leung Chun Wah

2

2*

1*

2*

Kwok Chan Cheung

2

x

Hung Yuk Choy

2

x

Phaisalakani, Vichai @ Hung, Andy

2

2*

1*

2*

Jovenal R. Santiago

2

1

2

Wong Kwan Seng, Robert

2

1

2

Tse Pui Kee, Albert

2

1

2

x

indicates not applicable

*

not a member but attended by invitation