Annual Report 2007 - Hmdatalink.com hm datalink

Corporate Governance ReportIn the above-mentioned Guidelines of InternalControl, the generic COSO framework wasreferred to as the design basis of internal controlsystem for the Group. A set of fundamentalrequirements with regard to financial, operationaland compliance risks control were laid out anddefined. Proposed action plans have beendeveloped alongside the key elements of internalcontrol framework, i.e., control environment,risk analysis, control measures, monitoring,information and communication.The Guidelines of Internal Control for Subsidiarieswill be made applicable to other Groupcompanies progressively.Audit CommitteeThe Listing Rules require every listed issuer toestablish an Audit Committee comprising at leastthree members who must be non-executive directorsonly, and the majority thereof must be independentnon-executive directors, at least one of whommust have appropriate professional qualifications,or accounting or related financial managementexpertise. The Audit Committee currently comprisesMr. Lee Cheuk Yin, Dannis, Mr. Song Lin and Mr.Yeung Sau Hung, Alex, who are the independentnon-executive directors of the Company. A set ofwritten terms of reference, which described theauthority and duties of the Audit Committee, wasadopted by the Board on 31 December 2004 andthe contents of which are in compliance with theCode Provisions of the CG Code. The said termsof reference of the Audit Committee adopted bythe Board are available on the Company’s website(http://www.geelyauto.com.hk).The Audit Committee is accountable to the Boardand the primary duties of the Audit Committeeinclude the review and supervision of the Group’sfinancial reporting process and internal controls.The Committee is equipped with adequateresources to enable it to fully discharge its duties.During the year, the Audit Committee held twomeetings and the external auditors were inattendance in all these meetings. The attendancerecord, on a named basis, at these meetings is setout in the table on page 46 of this report.On 10 November 2006, Deloitte Touche Tohmatsuhas resigned as the auditors of the Companyand its subsidiaries (together, the “Group”)due to the fact that the Company and DeloitteTouche Tohmatsu could not reach a consensusin relation to the audit fees for the financial yearended 31 December 2006. On the same day,Moores Rowland Mazars has been appointedas the auditors of the Group to fill the casualvacancy following the resignation of DeloitteTouche Tohmatsu and to hold office until thenext annual general meeting of the Company.For further details, please refer to the Company’sannouncement dated 13 November 2006.With effect from 1 June 2007, the Company’sauditors, Moores Rowland Mazars have combinedtheir business with Grant Thornton. Accordingly,the Company has appointed Grant Thorntonas its auditors until the conclusion of the nextannual general meeting. Both the Board and theAudit Committee of the Company confirmedthat there were no circumstances connected withGEELY AUTOMOBILE HOLDINGS LIMITED42ANNUAL REPORT 2 0 0 7