Annual Report 2016
23
CORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE PRACTICES
The board of directors (the “Board”) and the management of Willas-Array Electronics (Holdings) Limited
(the “Company” and together with its subsidiaries, the “Group”) are committed to the maintenance
of good corporate governance practices and procedures. The Board firmly believes that conducting
the Group’s business in a transparent and responsible manner and following good corporate
governance practices serve its long-term interests and those of the shareholders of the Company (the
“Shareholders”).
Since the listing of the Company’s ordinary shares (the “Shares”) on the Main Board of The Stock
Exchange of Hong Kong Limited (the “SEHK”) on December 6, 2013, the Company has adopted, for
corporate governance purposes, the code provisions of the Corporate Governance Code (the “HK CG
Code”) set out in Appendix 14 to the Rules Governing the Listing of Securities on the SEHK (the “HK
Listing Rules”), in addition to the Code of Corporate Governance 2012 of Singapore (the “Singapore CG
Code”). In the event of any conflict between the HK CG Code and the Singapore CG Code, the Company
will comply with the more onerous provisions. Throughout the year ended March 31, 2016 (the “Year”),
the Company has generally complied with the principles of the HK CG Code and the Singapore CG Code.
And, except for the following, the Company has complied with all the code provisions of the HK CG Code
during the Year.
Under the Bye-Laws of the Company (the “Bye-Laws”), all the directors of the Company (the “Directors”)
except the managing director of the Company (the “Managing Director”) must retire from office by
rotation at each annual general meeting of the Company (the “AGM”). However, the Managing Director,
whilst holding such office, is not required to retire by rotation under the Bye-Laws. Nonetheless, all
Directors (including the Managing Director) will be subject to retirement by rotation at each AGM at
least once every three years for good corporate governance and in compliance with the HK CG Code,
which requires that every director, including those appointed for as specific term, should be subject to
retirement by rotation at least once every three years.
In the event of any conflict among HK Listing Rules, the Singapore CG Code and the Bye-Laws, the
Company will comply with the more onerous provisions. As such, the Board considers that sufficient
measures are in place to ensure the Company’s corporate governance practices relating to the
appointment, retirement and re-election of Directors (including the independent non-executive Directors
(the “INEDs”)).
Code provision A.6.7 of the HK CG Code provides that independent non-executive directors and other
non-executive directors should attend general meetings and develop a balanced understanding of the
views of shareholders. One INED was not able to attend the AGM held on July 30, 2015 (the “2015
AGM”) due to his business engagement. Other Board members who attended the 2015 AGM were
already of sufficient calibre and number for answering questions raised by the Shareholders at the 2015
AGM.
