WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED
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CORPORATE GOVERNANCE REPORT
EMPLOYEE SHARE OPTION SCHEME COMMITTEE
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Pursuant to the Willas-Array Electronics Employee Share Option Scheme II (“ESOS ll”) approved by the
written resolutions of the Shareholders dated June 11, 2001 in lieu of a special general meeting, an
aggregate of 836,600 share options were outstanding as at March 31, 2016. These share options were
granted to the employees of the Company. The ESOS II expired on June 10, 2011. The Willas-Array
Electronics Employee Share Option Scheme III (“ESOS III”) was established pursuant to the approval of
the Shareholders at a special general meeting of the Company held on July 30, 2013. ESOS III will expire
on July 29, 2023. No options have been granted under ESOS III. For more information on ESOS II and
ESOS III, please refer to the Report of the Directors (in particular, paragraph 21 thereof) and the financial
statements (in particular, Note 29 thereof).
COMPLIANCE COMMITTEE
The Compliance Committee comprises Mr. Iu Po Chan, Eugene (as Chairman), Mr. Jovenal R. Santiago
and Mr. Wong Kwan Seng, Robert. All members of the Compliance Committee are INEDs.
The Compliance Committee performs the following functions:
(a)
reviewing and making recommendations to the Board in respect of the Company’s policies and
practices on corporate governance as well as compliance with applicable laws of Singapore and
Hong Kong;
(b)
reviewing and monitoring the training and continuous professional development of Directors and
senior management;
(c)
reviewing and monitoring the Company’s policies and practices on compliance with legal and
regulatory requirements;
(d)
developing, reviewing and monitoring the code of conduct and compliance manual (if any)
applicable to employees and Directors; and
(e)
reviewing the Company’s compliance with the code provisions of the HK CG Code and the
Singapore CG Code and the disclosure as required under the SGX-ST Listing Manual, the
Singapore CG Code and the HK Listing Rules in relation to the Company’s interim and annual
reports, and the corporate governance report in particular.
The Compliance Committee meets at least once a year and additional meetings are held whenever
necessary.
During the Year, the Compliance Committee held two meetings and discussed and reviewed the
Company’s compliance with code provisions of the HK CG Code and the Singapore CG Code and noted
the deviations as stated herein.
