WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED
46
REPORT OF THE DIRECTORS
10. DIRECTORS
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At all times during the Year, the Company had met the requirements under Rules 3.10 and
3.10A of the HK Listing Rules relating to the appointment of at least three INEDs, representing
at least one-third of the Board and with at least one of them possessing appropriate professional
accounting and financial management expertise.
The Company has received from each of the INEDs an annual written confirmation of his
independence pursuant to Rule 3.13 of the HK Listing Rules as well as the provisions of the
Code of Corporate Governance 2012 of Singapore and the Company considers that all INEDs are
independent.
11. DIRECTORS’ SERVICE CONTRACTS
Mr. Leung Hon Shing has entered into a renewal service agreement with the Company on May 27,
2016 for his appointment as an executive Director of the Company (the “Executive Director”), for
a term of two years from April 1, 2016 to March 31, 2018. He is entitled to a basic annual salary
of HK$1,469,000 and a discretionary bonus and an incentive payment by reference to the amount
of the net profit after taxation of the Group, which is reviewed annually by the Board with the
recommendation of the remuneration committee of the Board (the “Remuneration Committee”) by
reference to his duties and responsibilities in the Company, the Company’s performance and the
prevailing market situation.
None of the Directors proposed for re-election at the 2016 AGM has an unexpired service contract
with the Company, its holding company, or any of its subsidiaries or fellow subsidiaries, which is
not determinable by the Company within one year without payment of compensation, other than
statutory compensation.
12. DIRECTORS’ INTERESTS IN COMPETING BUSINESS
No Director had a material interest in any business, apart from the business of the Group, which
competed or was likely to compete, either directly or indirectly, with the business of the Group
during the Year.
13. DIRECTORS’ INTERESTS IN TRANSACTIONS, ARRANGEMENTS OR
CONTRACTS OF SIGNIFICANCE
No Director had a material interest, either directly or indirectly, in any transaction, arrangement or
contract of significance in relation to the business of the Group to which the Company or any of its
subsidiaries was a party during the Year.
