The Hanwell Group is committed to complying with the Code of Corporate Governance 2005 so as to ensure greater transparency and to safeguard the interests of shareholders.
The Board of Directors
The Board of Directors (the “Board”) comprises 3 independent Directors. The Board’s primary role is to protect and enhance long-term shareholder value. To fulfill this, the Board sets the overall strategy and direction for the Hanwell Group, establishes management’s goals and monitors the achievement of those goals, supervises executive management, ensures that the Company has the necessary resources to meet its goals and establishes a framework of prudent and effective controls to assess and manage risks.
The Board will meet on a quarterly basis and ad-hoc Board meetings will be convened when they are deemed necessary so as to review the Hanwell Group’s operations, conduct strategic review of the business affairs and address other specific significant matters that arose.
The Board also has separate and independent access to the Company’s senior management.
The Audit Committee
The Audit Committee (the “AC”) comprises 4 members, the majority of whom are independent. The AC’s main objective is to assist the Board in fulfilling its fiduciary responsibilities relating to internal controls, overseeing the external audit process, reviewing the financial information to be disclosed to the public and ensuring that arrangements are in place for the independent investigation and follow up of reports by staff of improprieties in financial reporting and other matters.
The AC meets from time to time with the Hanwell Group’s external and internal auditors and the executive management to review accounting, auditing and financial reporting matters so as to provide the necessary checks and balances to ensure that an effective control environment is maintained in the Group.
The AC also meets annually with the internal auditors and the external auditors, without the presence of the Company’s management to review the adequacy of audit arrangements, with particular emphasis on the scope and quality of their audits, and the independence and objectivity of the internal and external auditors.
The Remuneration Committee
The Remuneration Committee (the “RC”) comprises 3 members, the majority of whom are independent. The RC assists the Board in reviewing remuneration policies and packages for directors and senior management. The RC meets at least once a year and at other times as required.
The Nominating Committee
The Nominating Committee (the “NC”) comprises 3 members, the majority of whom are independent. The NC is responsible for developing and maintaining a transparent and formal process for the appointment of new directors, making recommendations for directors who are due for retirement by rotation to seek re-election at general meeting and determining the independent status of each director.
Accounting, Audit and Internal Controls
The Board is provided with an analysis of the management accounts at the quarterly Board meetings which presents a balanced and understandable assessment of the Company’s performance, position and prospects.
The Company adopts and maintains an overall internal control framework which is designed to reasonably manage the risk of failure to achieve business objectives.
The Hanwell Group has adopted a constructive whistle-blowing policy and guideline in order to detect and deter any fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement, financial reports and records of the Hanwell Group.
Demonstrating its pledge to good corporate governance, the Hanwell Group provides an avenue for employees to bring their complaints responsibly to report any possible improprieties in matters of financial reporting or other matters that they may encounter to the AC or any other committees established by the Audit Committee for such purpose without fear of reprisal. The establishment of the whistle-blowing structure also augments the Hanwell Group’s ability to detect potential fraud, providing another level of comfort and assurance to investors.
The Hanwell Group has an in-house internal audit function that is independent of the activities it audits. The aim of the internal audit function is to promote internal control in the Hanwell Group and to monitor the performance and effective application of internal audit procedures. It supports the directors in assessing key internal controls through a structured review programme.
The internal audit function reports functionally to the Chairman of the AC and administratively to the CEO. The AC ensures that the internal audit function has adequate resources and has appropriate standing within the Hanwell Group.
Communication with Shareholders
The Company firmly believes in high standards of transparent corporate disclosure. Information is communicated to our shareholders on a timely basis.
Dealings in Securities
The Company notifies all employees that they are prohibited from trading in the Company’s shares one month prior to the announcement of the Company’s full year results and 14 days before the announcement of the first three quarters of the Company’s financial results.
The Company has also issued a policy on Insider Trading to all employees which sets out the principles of relevant laws relating to insider trading which are applicable at all times.
Management regularly reviews the Hanwell Group’s business and operational activities to identify areas of significant business risks as well as appropriate measures to control and mitigate these risks.