WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED
40
CORPORATE GOVERNANCE REPORT
CONSTITUTIONAL DOCUMENTS
There were no changes in the constitutional documents of the Company during the Year.
Pursuant to Rule 13.90 of the HK Listing Rules, the Company has published its Memorandum of
Association and Bye-Laws on the respective websites of the SEHK and the Company.
RISK MANAGEMENT AND INTERNAL CONTROLS AND INTERNAL AUDIT
The Company regularly reviews and improves its business and operational activities by taking into
account the risk management perspective. The Board is directly responsible for the governance of
risk and works closely with management to maintain a sound system of risk management and internal
controls. The Board seeks to identify areas of significant business risks as well as appropriate measures
to control and mitigate these risks, and then reviews all significant control policies and procedures.
Implementation of risk mitigation measures is done under the direct oversight of the Board. All significant
matters and issues relating to financial matters are brought to the attention of the Audit Committee. For
more information on the Company’s risk management policies and processes, please refer to note 5 to
the Financial Statements hereof.
The Company’s internal controls and systems are designed to provide reasonable, but not absolute,
assurance as to the integrity and reliability of the financial information and to safeguard and maintain the
accountability of the Shareholders’ investment and the Company’s assets.
The review of the system of internal controls is an ongoing process and the Board recognises the
importance of such system. In view of the Company’s business and scale of operations, and in order to
adopt the most cost-effective method of conducting periodic reviews of the Company’s internal controls,
the Board has continued to outsource the internal audit function to an external consulting firm. RSM
Consulting (Hong Kong) Limited, an international consulting firm, was re-appointed on April 1, 2015 as
the Company’s internal auditors. They had conducted a review of the effectiveness of the Company’s
material internal controls and visited the Company’s office in Hong Kong in October 2015 for two weeks.
The internal auditors reported directly to the Chairman of the Audit Committee and the Audit Committee
is satisfied that there has been no major shortfall in the areas of the Company’s internal controls system
being evaluated and that adequate internal controls are in place.
In addition to outsourcing the internal audit function to an external professional consulting firm, the
Board, with the concurrence of the Audit Committee and after carrying out a review, is of the opinion
that the internal controls of the Group are adequate and effective to address operational, financial and
compliance and information technology risks. In arriving at the opinion, the Board considers that the
internal controls of the Group have reasonable assurance about achieving the objectives set out below.
