WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED
26
CORPORATE GOVERNANCE REPORT
Role and Functions
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The Board has reserved for its decision and consideration issues in relation to formulating the Group’s
strategic objectives; considering and deciding the Group’s significant operational and financial
matters, including but not limited to substantial mergers, acquisitions and disposals; overseeing the
Group’s corporate governance practices; upon the recommendation by the Remuneration Committee,
determining the framework of remuneration packages for all Directors and senior management; and
directing and monitoring senior management in pursuit of the Group’s strategic objectives. The senior
management is mainly responsible for the day-to-day management and operation of the Group as well
as the execution of the business plans, strategies and policies adopted by the Board and assigned to
it from time to time. The senior management holds regular meetings to review and discuss the Group’s
performance against budget, business strategy, operational issues, and matters relating to corporate
services including finance and accounting, human resources, logistics and information technology.
Role of Chairman and Chief Executive
Mr. Leung Chun Wah is the Chairman and Mr. Hon Kar Chun is the Managing Director. The roles of
the Chairman and the Managing Director are separate and assumed by different individuals to ensure a
balance of power and authority so that power is not concentrated in any one individual of the Board. The
Chairman 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 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 the Managing Director performs separate functions to
ensure that there is an appropriate balance of power and authority, and accountability and independent
decision-making are not compromised. In addition, the Chairman and the Managing Director are not
related to each other.
Induction, Orientation, Training and Continuous Professional Development
Each new Director will be issued with a formal service agreement or letter of appointment (as appropriate)
and will be informed of the Company’s policies, procedures, and committee charters. New Directors
will be provided with appropriate orientation to acquaint them with the business, operational structure,
strategy, management and governance practices of the Company. The Board recognizes the importance
of appropriate training for its Directors and participation in continuous professional development by its
Directors. All the Directors and senior management personnel of the Company (the “Senior Management
Personnel”) are encouraged to participate in continuous professional development to develop and refresh
their skills and knowledge, particularly on relevant new laws and regulations affecting, and the changing
commercial risks relating to, the Group’s business and governance practices from time to time.
During the Year, all the Directors attended a seminar organized by The Hong Kong Institute of Directors
on (i) the risk management and internal control and (ii) environmental, social and governance reporting
requirements of companies listed on the SEHK. The above training was arranged and funded by the
Company. All the Directors have provided their training records for the Year to the Company.
