Annual Report 2019

ANNUAL REPORT 2019 137 CORPORATE GOVERNANCE REPORT The primary duties of the Audit Committee include monitoring the Group’s financial reporting system, reviewing financial statements, risk management and internal control procedures. It also acts as an important link between the Board and the Company’s auditor in matters within the terms of reference of the Audit Committee. During the year ended 31 March 2019, the Audit Committee has performed the following major works: • Review and discussion of the annual financial statements and annual results for the year ended 31 March 2018, the related accounting principles and practices adopted by the Company and the relevant audit findings; • Review and discussion of the interim financial statements and interim results for the six months ended 30 September 2018 and the related accounting principles and practices adopted by the Company; • Review and discussion of financial reporting and risk management and internal control of the Group; • Discussion and recommendation of the re-appointment of external auditor; and • Review of the arrangements for employees to raise concerns about possible improprieties. The external auditor was invited to attend the meetings to discuss with the Audit Committee on issues arising from the audit and financial reporting matters. Besides, there is no disagreement between the Board and the Audit Committee regarding the appointment of external auditor. The attendance records of each Committee member at the Audit Committee meetings held during the year ended 31 March 2019 are set out in section A.6.2 above. B.3 Remuneration Committee The Remuneration Committee currently comprises a total of 3 members, being 1 Executive Director, namely Tan Sri Dato’ David CHIU, and 2 Independent Non-executive Directors, namely Mr. Kwok Wai CHAN and Mr. Lai Him Abraham SHEK. The chairman of the Remuneration Committee is Mr. Kwok Wai CHAN. Accordingly, the majority of the members are Independent Non-executive Directors. The Company was not in compliance with the requirements of the Rule 3.25 of the Listing Rules and the relevant terms of reference of Remuneration Committee following the passing away of Mr. Peter Man Kong WONG on 11 March 2019 as the Remuneration Committee must comprise a majority of Independent Non-executive Directors, as disclosed in the announcement of the Company dated 12 March 2019, until the appointment of Mr. Lai Him Abraham SHEK as an Independent Non-executive Director and a member of the Remuneration Committee with effect from 3 June 2019. The primary duties of the Remuneration Committee are to make recommendations to the Board on the Group’s policy and structure for the overall remuneration of the Directors and the senior management (i.e. the model described in the Code Provision B.1.2(c)(i) is adopted). The Remuneration Committee is also responsible for establishing transparent procedures for developing such remuneration policy and structure to ensure that no Director or any of his associates will participate in deciding his own remuneration, which remuneration will be determined by reference to the performance of the individual and the Group as well as market practice and conditions.