Vtech 2011 Annual Report Download - page 31

Report of the Directors
VTech Holdings Ltd Annual Report 2011 29
The directors have pleasure to present their report and the
audited financial statements of the Group for the year ended
31 March 2011.
Principal Activity
The principal activity of the Group is design, manufacture and
distribution of consumer electronic products.
Group Results and Dividends
The results of the Group for the year ended 31 March 2011 are set
out in the consolidated income statement on page 33.
An interim dividend of US16.0 cents (2010: US16.0 cents) per
ordinary share was paid to shareholders on 23 December 2010.
The Board has recommended the payment of a final dividend
of US62.0 cents (2010: US62.0 cents) per ordinary share in
respect of the year ended 31 March 2011, payable on 25 July 2011
to shareholders whose names appear on the register of members
of the Company as at the close of business on 22 July 2011
subject to the approval of the shareholders of the Company at the
forthcoming annual general meeting.
The final dividend will be payable in United States dollars save
that those shareholders with a registered address in Hong Kong
will receive the equivalent amount in Hong Kong dollars which
will be calculated at the rate of exchange as quoted to the
Company by The Hongkong and Shanghai Banking Corporation
Limited at its mid rate of exchange prevailing on 13 July 2011.
Commentary on Performance
A commentary on the performance of the Group is included in
the review of operations set out on pages 12 to 17.
Group Financial Summary
A summary of the results and of the assets and liabilities of the
Group for the last five financial years is set out on page 62.
Tangible Assets
Details of the movements in tangible assets are shown in note 7
to the financial statements.
Share Capital and Share Options
Details of the movements in share capital and share options
of the Company during the year are set out in note 17 to the
financial statements.
Reserves
Movements in the reserves of the Group and the Company
during the year are set out in the consolidated statement of
changes in equity on page 35 and in note 18 to the financial
statements, respectively.
Donations
During the year, the Group made charitable and other donations
in aggregate of US$322,000.
Directors
The directors who held office during the year and up to
31 May 2011 (the date of this report) were:
Executive Directors
Allan WONG Chi Yun Chairman and Group Chief Executive Officer
PANG King Fai
Andy LEUNG Hon Kwong
Independent Non-executive Directors
William FUNG Kwok Lun
Denis Morgie HO Pak Cho
David SUN Tak Kei (appointed on 25 January 2011)
Michael TIEN Puk Sun
Patrick WANG Shui Chung
Mr. Andy LEUNG Hon Kwong and Dr. Patrick WANG Shui Chung
shall retire by rotation in accordance with Bye-law 112 of the
Company’s Bye-laws while Dr. David SUN Tak Kei shall retire
from the Board as the new director appointed by the Board in
accordance with Bye-law 94 of the Company’s Bye-laws.
All of the above directors being eligible, shall offer themselves for
re-election as directors of the Company at the forthcoming
annual general meeting.
Brief biographical details of directors and senior management are
set out on pages 27 to 28.
Directors’ Service Contracts
None of the directors has a service contract with any company
in the Group which is not determinable by the Group within one
year without payment of compensation, other than statutory
compensation.
The director’s service contract entered into between the
Company and Dr. Allan WONG Chi Yun in 1999 has no expiry date,
but can be terminated by the giving of 2 months’ prior notice,
and is exempt from the shareholders’ approval requirement
under Rule 13.68 of the Listing Rules.
Directors’ Interests in Contracts
No contracts of significance in relation to the Group’s business to
which the Company or its subsidiaries was a party and in which a
director of the Company had a material interest, whether directly
or indirectly, subsisted at the end of the year or at any time during
the year.
Share Option Scheme
The Company operates a share option scheme for the purposes
of providing incentives and rewards to eligible participants who
contribute to the success of the Group’s operations. Eligible
participants of this share option scheme include executive
directors and employees of the Company and its subsidiaries.
On 10 August 2001, the Company adopted the 2001 Scheme
under which the directors may, at their discretion, at any time
during the 10 years from the date of adoption of the 2001
Scheme, invite employees of the Company and any subsidiaries
of the Group, including executive directors (but excluding
non-executive directors) to take up shares of the Company in
accordance with the terms of the 2001 Scheme.