WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED
28
CORPORATE GOVERNANCE REPORT
APPOINTMENT AND RE-ELECTION OF DIRECTORS
– continued
The Board met four times during the Year at approximately quarterly intervals with notice given to the
Directors at least 14 days in advance pursuant to the HK CG Code. Before each Board meeting, a
draft agenda is sent out to all Directors at least 14 days or such other period as agreed in advance in
order to allow the Directors to include any other matters in the agenda that is required for discussion
and resolution in the meeting. To enable the Directors to make informed decisions, Board papers
together with all appropriate and relevant information in relation to the matters of the meeting are sent
to all Directors three days or such other period as agreed before each Board meeting. According to
the HK Listing Rules, any Directors and their close associates (as defined in the HK Listing Rules) with
a material interest in the transactions to be discussed in the Board meetings will abstain from voting
on resolutions approving such transactions and are not to be counted in the quorum at the meetings.
However, the Executive Directors meet more regularly and as required, review and discuss management
and operational matters. In addition, Directors’ resolutions in writing are also circulated for transactions
that require Directors’ approval. If a substantial Shareholder or a Director has a conflict of interest in a
matter to be considered by the Board, which the Board has determined to be material, the matter will
be dealt with by a physical Board meeting rather than a written resolution. The number of Board, Board
Committees, and general meetings held in the Year as well as the attendance record of every Board
member at those meetings are as follows:
Audit
Nomination Remuneration Compliance
ESOS
Board Committee Committee Committee Committee Committee
General
Meeting
Meeting
Meeting
Meeting
Meeting
Meeting
Meeting
No. of Meetings held in the Year
4
2
2
2
2
1
1
Name & Attendance of Director:
Leung Chun Wah
4
2*
2*
2*
2*
1
1
Kwok Chan Cheung
4
x
x
x
x
1
1
Hon Kar Chun
4
2*
x
x
x
x
1
Leung Hon Shing
4
2*
2*
2*
2*
1*
1
Jovenal R. Santiago
3
2
1
2
2
x
0
Wong Kwan Seng, Robert
4
2
2
2
2
x
1
Iu Po Chan, Eugene
4
2
2
2
2
1
1
x
indicates not applicable
*
not a member but attended by invitation
The Board Committees are provided with sufficient resources to discharge their duties. The written terms
of reference for each Board Committee are in line with the HK Listing Rules and they are posted on the
respective websites of the SEHK and the Company.
