Vtech 2008 Annual Report Download - page 20

VTech Holdings Ltd Annual Report 2008
18
CORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE PRACTICES
VTech Holdings Limited is incorporated in Bermuda. The
Company has its primary share listing on The Stock Exchange
of Hong Kong Limited (“the Hong Kong Stock Exchange”) and
London Stock Exchange Plc. The primary corporate governance
rules applicable to the Company is the Code on Corporate
Governance Practices (the “Code”) as set out in Appendix 14
to the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (the “Listing Rules”).
Throughout the year ended 31st March 2008, the Company
has complied with all the code provisions of the Code and to
a large extent, the recommended best practices in the Code
except for the deviation from code provision A.2.1 of the Code
as described below.
Under code provision A.2.1 of the Code, the roles of chairman
and chief executive o cer should be separate and should not
be performed by the same individual. Dr. Allan WONG Chi Yun
has the combined role of Chairman and Group Chief Executive
O cer. The Board considers that this structure will not impair
the balance of power and authority between the Board and the
management of the Group as the non-executive directors form
the majority of the Board, as four out of seven of our directors
are independent non-executive directors. The Board believes
the appointment of Dr. Allan WONG to the posts of Chairman
and Group Chief Executive O cer is bene cial to the Group as
he has considerable industry experience.
The Company is not subject to the Combined Code on
Corporate Governance under the Listing Rules of the
Financial Services Authority in the United Kingdom (the “UK
Listing Rules”) that applies to United Kingdom incorporated
companies.
MODEL CODES OF SECURITIES TRANSACTIONS
The Company has adopted the Model Codes as set out in
Appendix 10 to the Listing Rules and Annex 1 to Rule 9 of the
UK Listing Rules regarding securities transactions by directors
and senior management in relation to the accounting period
covered by the Annual Report. After speci c enquiry, all
directors of the Company con rmed that they have complied
with the required standard of dealings set out therein
throughout the year.
BOARD OF DIRECTORS
The Board currently comprises three executive directors
and four independent non-executive directors. The names
and brief biographies are set out on page 20 of this report.
The non-executive directors are high calibre executives with
diversi ed industry expertise and bring a wide range of skills
and experience to the Group. They bring to the Company
independent judgement on issues of strategy, performance,
risk and people through their contribution at Board meetings.
The Board considers that four non-executive directors, being
the majority of the Board, are independent in character and
judgement and they also meet the independence criteria set
out in Rule 3.13 of the Listing Rules. All non-executive directors
are appointed for a speci c term of three years and all directors
are required to submit themselves for re-election at least once
every three years under the Company’s Byelaws. In accordance
with the Company’s Byelaws, each new director appointed
by the Board shall hold o ce until the next following annual
general meeting and thereafter the directors will be subject to
retirement by rotation.
The Board has received from each independent non-executive
director a written annual con rmation of independence
pursuant to Rule 3.13 of the Listing Rules.
The Board’s focus is on the formulation of business strategy and
policy, and control. Matters reserved for the Board are those
a ecting the Company’s overall strategic policies,  nances and
shareholders. These include: preliminary announcements of
interim and  nal results, dividend policy, the annual budgets,
major corporate activities such as material acquisitions and
disposals, and connected transactions.
Four Board meetings at approximately quarterly interval are
scheduled for 2008/09 with other meetings are held as required.
All Directors have access to the advice and services of the
Company Secretary and independent professional advice may
be taken by the Directors as required.
The attendance of individual members of the Board and other
Board Committees during the  nancial year is set out below:
Meetings attended/Eligible to attend
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Executive Directors
Allan WONG Chi Yun 4/4 – – 1/1
Edwin YING Lin Kwan 4/4 – – –
PANG King Fai 4/4 – – –
Independent Non-Executive
Directors
Raymond CH’IEN Kuo Fung 2/4 2/2 2/2 1/1
William FUNG Kwok Lun 1/4 1/2 1/2 0/1
Michael TIEN Puk Sun 3/4 2/2 2/2 1/1
Patrick WANG Shui Chung 3/4 – – 1/1
BOARD COMMITTEES
The Board has established four committees with speci c
responsibilities as described below. The terms of reference of the
Remuneration Committee, Nomination Committee and Audit
Committee are posted on the Company’s website.
Remuneration Committee
The Remuneration Committee is chaired by Mr. Michael TIEN
Puk Sun with Dr. Raymond CH’IEN Kuo Fung and Dr. William
FUNG Kwok Lun as members, all of whom are independent
non-executive directors. It is responsible for reviewing and
recommending all elements of the executive directors and
senior management remuneration. The fees of the non-executive
directors are determined by the Board.