NewWorld Development Company Limited
CORPORATE GOVERNANCE REPORT
246
DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Board, supported by the finance and accounts department, is responsible for the preparation of the
financial statements of the Company and the Group. The Board has prepared the financial statements
in accordance with the Hong Kong Financial Reporting Standards issued by the Hong Kong Institute
of Certified Public Accountants. Appropriate accounting policies have also been used and applied
consistently. The Directors have not been aware of any material uncertainties relating to events or
conditions which may cast significant doubt upon the Group’s ability to continue as a going concern.
The statement by the auditor of the Company and the Group regarding its reporting responsibilities on
the financial statements of the Company and the Group is set out in the Independent Auditor’s Report
on page 99 of this Annual Report.
INTERNAL CONTROL
The Board is responsible for the internal control of the Group and for reviewing its effectiveness.
Procedures have been designed for safeguarding assets against unauthorised use or disposition,
ensuring the maintenance of proper accounting records for the provision of reliable financial information
for internal use or for publication, and ensuring compliance of applicable laws, rules and regulations.
The procedures provide reasonable but not absolute assurance against material errors, losses or fraud.
An internal audit department has been established to conduct internal audit of the Company and its
subsidiaries, joint ventures and associated companies. The internal audit department performs risk-
based audits to review the effectiveness of the Group’s material internal controls so as to provide
assurance that key business and operational risks are identified and managed, and to ensure that the
internal control measures are carried out appropriately and functioning as intended. The internal audit
department reports to the Board with its findings and makes recommendations to improve the internal
control of the Group.
The Audit Committee also receives the report from the internal audit department and takes such report
into consideration when it makes recommendation to the Board for approval of the half-yearly or annual
results of the Group.
COMPANY SECRETARY
The Company Secretary is a full time employee of the Company and has day-to-day knowledge of the
Company’s affairs. The Company Secretary reports to the Chairman and is responsible for advising the
Board on governance matters. For the year under review, the Company Secretary has confirmed that
he has taken no less than 15 hours of relevant professional training. The biography of the Company
Secretary is set out on page 51 of this Annual Report.
CONSTITUTIONAL DOCUMENTS
No change has been made to the Company’s Articles of Association during the year. Changes
reflecting the impact of the Hong Kong Companies Ordinance (Cap. 622) which came into effect on
3 March 2014 will be proposed and considered by shareholders at the annual general meeting of the
Company to be held on 18 November 2015. Details are set out in the circular sent to the shareholders
together with this Annual Report.
SHAREHOLDERS’ RIGHTS
Convening Extraordinary General Meeting (“EGM”) and Putting Forward Proposals at
Shareholders’ Meetings
Shareholders representing at least 5% of the total voting rights of all the shareholders of the Company
having a right to vote at general meetings can deposit a written request to convene an EGM at the
registered office of the Company for the attention of the Company Secretary. Such requisition, signed
by the shareholders concerned, must state the general nature of the business to be dealt with at the
meeting and may include the text of a resolution that may properly be moved and is intended to be
moved at the meeting. If the Directors do not within 21 days from the date of the deposit of a request
(after being verified to be valid) proceed to convene an EGM on a day not more than 28 days after the
date on which the notice convening the EGM is given, the shareholders concerned, or any of them
representing more than one-half of the total voting rights of all of them, may themselves convene an
EGM, but any EGM so convened shall not be held after the expiration of three months after the date
on which the Directors become subject to the requirement to call a meeting.
