Corporate Governance <strong>Report</strong>REMUNERATION COMMITTEEThe remuneration committee of the Company (the “Remuneration Committee”) comprises all four independent nonexecutiveDirectors, Mr. Lau Wai Piu (Chairman of the Remuneration Committee), Mr. Cheung Hon Kit, Mr. Kwee ChongKok, Michael and Mr. Tsui Hing Chuen, William JP. The primary duties of the Remuneration Committee are, inter alia, tomake recommendations to the Board on the Company’s policy and structure for all remuneration of the Directors andthe senior management of the Group and on the establishment of a formal and transparent procedure for developing theremuneration policy and to make recommendations to the Board on the remuneration package of individual executiveDirectors and the senior management of the Group, and the remuneration of the non-executive Directors.The remuneration of the Directors and the senior management of the Group is based on the performance and experience ofindividuals and is determined with reference to the Group’s performance, the remuneration benchmark in the industry andthe prevailing market conditions. During the year ended 31 March 20<strong>12</strong>, the Remuneration Committee held one meetingto review the remuneration policy of the Company and make recommendations to the Board on the remuneration of theDirectors and consider the remuneration package of the senior management of the Group. The attendance records of themembers of the Remuneration Committee are set out below:Committee membersAttendanceMr. Lau Wai Piu (Chairman) 1/1Mr. Cheung Hon Kit 1/1Mr. Kwee Chong Kok, Michael 1/1Mr. Tsui Hing Chuen, William JP 1/1NOMINATION COMMITTEEThe Company has established the nomination committee (the “Nomination Committee”) on 29 March 20<strong>12</strong>. The NominationCommittee comprises six members, with all four independent non-executive Directors, namely Mr. Tsui Hing Chuen,William JP (Chairman of the Nomination Committee), Mr. Cheung Hon Kit, Mr. Kwee Chong Kok, Michael and Mr. LauWai Piu; and two executive Directors, namely Mr. To Hin Tsun, Gerald and Mr. Cheng Kam Biu, Wilson. The primaryduties of the Nomination Committee are to review the structure, size and the composition (including the skills, knowledgeand experience) of the Board at least annually and make recommendations to the Board on any proposed changes toimplement the Company’s corporate strategy; to identify individuals suitably qualified to become Board members andselect or make recommendations to the Board on the selection of individuals nominated for directorships; to assess theindependence of the independent non-executive Directors; to make recommendations to the Board on the appointment orre-appointment of Directors and succession planning for Directors, in particular the chairman, the managing director or thechief executive of the Company; and to nominate and recommend candidates to fill a casual vacancy on the Board for theBoard’s approval. During the period from the date of the establishment of the Nomination Committee to 31 March 20<strong>12</strong>,the Nomination Committee did not hold any meeting.Before the establishment of the Nomination Committee, the Board has the power under the Articles to appoint any person asa Director either to fill a casual vacancy on the Board, or as an additional member to the Board.No candidate was nominated for directorship of the Company during the year.<strong>International</strong> <strong>Entertainment</strong> <strong>Corporation</strong> - <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>/<strong>12</strong> 23
Corporate Governance <strong>Report</strong>AUDIT COMMITTEEThe audit committee of the Company (the “Audit Committee”) comprises three independent non-executive Directors,namely Mr. Cheung Hon Kit (Chairman of the Audit Committee), Mr. Lau Wai Piu and Mr. Tsui Hing Chuen, William JP. Theprimary duties of the Audit Committee are to review and supervise the financial reporting process and internal controls of theGroup.During the year, the Audit Committee held three meetings to review the financial reporting process, internal controls of theGroup, the Company’s reports and accounts including the interim and annual results of the Group, and provide adviceand recommendations to the Board. The Audit Committee also met with the management and the external auditors onceto discuss the financial reporting process and internal controls of the Group during the year and had reviewed the annualreport for the year ended 31 March 20<strong>12</strong>.The attendance records of the members of Audit Committee are set out below:Committee membersAttendanceMr. Cheung Hon Kit (Chairman) 3/3Mr. Lau Wai Piu 3/3Mr. Tsui Hing Chuen, William JP 3/3AUDITOR’S REMUNERATIONFor the year ended 31 March 20<strong>12</strong>, approximately HK$1,600,000 (<strong>2011</strong>: HK$1,580,000) was charged to the Group’sincome statement for the audit service provided by the auditor of the Company. During the year, the auditor of the Companyhas performed the following non-audit services.Description of service performedFees paidHK$’000Assurance engagement on continuing connected transactions 35Tax consultancy services 3065Note:The auditor of the Company has been appointed as the tax representative of the Company and certain subsidiaries of theCompany and the services fee is subject to negotiation.INTERNAL CONTROLThe Board conducted a review of the effectiveness of the internal control systems of the Group through the AuditCommittee during the year under review. The review covered the controls over the financial, operational and compliancematters of the Group. The Board considered that the existing internal control systems of the Group are effective.The Board also reviewed the adequacy of resources, qualifications and experience of staff of the Company’s accountingand financial reporting function, and their training programmes and budget. The Board satisfied with the resources,qualifications and experience of the personnel who are responsible for the accounting and financial reporting matters of theCompany and considered that their training programmes and the budget are adequate.24<strong>International</strong> <strong>Entertainment</strong> <strong>Corporation</strong> - <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>/<strong>12</strong>