0175 Geely Automobile Holdings Limited Annual Report 2011

Annual Report 2011Geely Automobile Holdings LimitedThe Internal Audit Department would independently review the effectiveness of the above-mentioned internalcontrol of the Group. The review reports would be submitted to the Audit Committee and the Board quarterlyand on an ad-hoc basis. At the same time, to ensure proper communication, Internal Audit Department wouldmeet with the senior management monthly to report the details of internal control work.During the year, the Audit Committee and the Board have reviewed and approved the internal audit and riskmanagement report. The Board also rectified the effectiveness of internal control system and risk managementfunctionality of the Group in accordance with Appendix 14 “Code of Corporate Goverance Practice” of the ListingRules.Audit CommitteeThe Audit Committee comprises only independent non-executive Directors, namely Mr. Lee Cheuk Yin, Dannis aschairman, Mr. Song Lin, Mr. Yeung Sau Hung, Alex and Mr. Fu Yu Wu.During the year in regard to the amendments to the Code promulgated by the Stock Exchange, the committeeadopted a revised written terms of reference which clearly lay out its role, duties and authority (such term ofreference could also be retrieved from the websites of both the Company and the Stock Exchange for Shareholders’inspection if they so wish) to ensure the committee to have sufficient resources to discharge its duties.During the year, the Audit Committee held four meetings. The attendance record, on a named basis, at the meetingis set out in the table on page 24 of this report. The Audit Committee had considered the following businessesand made recommendation to the Board during the year:• Reviewed the Company’s audited annual results for the year ended 31 December 2010 including the majoraccounting issues raised by the external auditors;• Reviewed the Company’s interim results for the six months ended 30 June 2011;• Approved the annual audit fee for the year ended 31 December 2011;• Reviewed the internal control work conducted by the internal audit department and the charter granted toit; and• Adopted the revised terms of reference to align it with the amendments to the Code and associated ListingRules promulgated by the Stock Exchange which shall come into effect on 1 April 2012.External Auditors and their RemunerationAs at 30 November 2010, Grant Thornton was the independent auditor of the Company. However, Grant Thorntonentered into a merger agreement and would not be a member of Grant Thornton International Ltd (“Grant ThorntonInternational”) and Jingdu Tianhua was appointed as a member of Grant Thornton International in Hong Kong atthe same time. After taking into consideration a number of factors, the Board decided to appoint Jingdu Tianhuaas the independent auditor of the Company to fill the casual vacancy following the resignation of Grant Thorntonsince 1 December 2010.In 2011, there was no disagreement between the Board and the Audit Committee on the re-appointment of JingduTianhua, their fees and terms of engagement. Jingdu Tianhua has incorporated its practice and therefore willpractise in the name of Grant Thornton Hong Kong Limited. A resolution will be submitted to the forthcoming annualgeneral meeting to re-appoint Messrs. Grant Thornton Hong Kong Limited as the auditors of the Company.31