Annual Report - QuamIR
Annual Report - QuamIR Annual Report - QuamIR
Corporate Governance Report (Continued) The principal responsibilities of the Audit Committee are to, inter alia, review and supervise the Group’s financial reporting process, internal control and risk management procedures, as well as oversee the adequacy of the accounting and financial reporting resources. During the year, the Audit Committee held two meetings together with senior management and external auditor. The attendance details of each member are set out on page 17. The major work performed by the Audit Committee during the year included reviewing interim and annual financial statements, continuing connected transactions, internal audit reports on the internal controls and risk management matters, as well as reviewing and recommending re-appointment of external auditor. Executive Committee (formerly known as Steering Committee) 17 The Company established a Steering Committee which has been adopted as a board committee and changed its name to Executive Committee recently. The objectives of the Committee are to assist the Board to strengthen internal management, improve efficiency, reduce management cost and minimize operational risk of the Group. The Committee comprises all Executive Directors and some executives of the Group. Mr. OEI Kang, Eric is the Chairman of the Executive Committee. The principal responsibilities of the Committee are to manage the Group’s business activities, monitor and oversee the operating performance and financial position of the Group and all strategic business units. Auditors’ Remuneration For the year ended 31 December 2011, the fees in respect of audit and non-audit services provided to the Group by the auditor amounted to approximately HK$6.5 million and HK$3.1 million respectively. The nonaudit services mainly consist of tax advisory services, corporate exercise professional fee, due diligence services and corporate governance consultation. 6,500,0003,100,000 20 HKC (Holdings) Limited • Annual Report 2011
Corporate Governance Report (Continued) Internal Controls The Group has had in place an integrated framework of internal controls which is consistent with the COSO (the Committee of Sponsoring Organisations of the Treadway Commission) framework. Under the framework, the management is primarily responsible for the design, implementation and maintenance of internal controls to manage risks while the Board and its audit committee oversee the actions of the management and monitor the effectiveness of the controls that have been put in place. The framework and activities taken are illustrated below: COSO (the Committee of Sponsoring Organisations of the Treadway Commission) Control Environment Risk awareness and control consciousness are built into the culture of the Group. Channels to communicate the Company’s commitment to integrity and high ethical standards to the staff are established. Organisation chart, limits of authority and responsibility are set and communicated to staff concerned. Risk Assessment Identification, evaluation and assessment of the key risks affecting the achievement of the Group’s objectives are conducted from time to time, forming the basis for determining control activities. Control Activities • Policies and procedures for ensuring management directives are carried out. • • Control activities include authorizations, approvals, performance reviews, segregation of duties, asset security, access control, documentation and records, etc. Information and Communication Pertinent information is identified, captured and provided to the right person in a timely manner. Channels of communication across the Group and with external parties. Monitoring Onging assessment of control system’s performance. Management and supervisory activities. Internal audit activities. Effectiveness and efficiency of operations Reliability of financial reporting Compliance with applicable laws and regulations • 21
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Corporate Governance <strong>Report</strong> (Continued)<br />
<br />
The principal responsibilities of the Audit Committee are to, inter alia, review<br />
and supervise the Group’s financial reporting process, internal control and risk<br />
management procedures, as well as oversee the adequacy of the accounting<br />
and financial reporting resources.<br />
<br />
<br />
<br />
During the year, the Audit Committee held two meetings together with<br />
senior management and external auditor. The attendance details of each<br />
member are set out on page 17. The major work performed by the Audit<br />
Committee during the year included reviewing interim and annual financial<br />
statements, continuing connected transactions, internal audit reports on the<br />
internal controls and risk management matters, as well as reviewing and<br />
recommending re-appointment of external auditor.<br />
Executive Committee<br />
(formerly known as Steering Committee)<br />
<br />
17<br />
<br />
<br />
<br />
<br />
<br />
<br />
The Company established a Steering Committee which has been adopted as<br />
a board committee and changed its name to Executive Committee recently.<br />
The objectives of the Committee are to assist the Board to strengthen internal<br />
management, improve efficiency, reduce management cost and minimize<br />
operational risk of the Group. The Committee comprises all Executive<br />
Directors and some executives of the Group. Mr. OEI Kang, Eric is the<br />
Chairman of the Executive Committee.<br />
<br />
<br />
<br />
<br />
<br />
<br />
The principal responsibilities of the Committee are to manage the Group’s<br />
business activities, monitor and oversee the operating performance and<br />
financial position of the Group and all strategic business units.<br />
Auditors’ Remuneration<br />
For the year ended 31 December 2011, the fees in respect of audit and<br />
non-audit services provided to the Group by the auditor amounted to<br />
approximately HK$6.5 million and HK$3.1 million respectively. The nonaudit<br />
services mainly consist of tax advisory services, corporate exercise<br />
professional fee, due diligence services and corporate governance<br />
consultation.<br />
<br />
<br />
<br />
<br />
<br />
<br />
6,500,0003,100,000<br />
<br />
<br />
20 HKC (Holdings) Limited • <strong>Annual</strong> <strong>Report</strong> 2011