Vtech 2015 Annual Report Download - page 36

VTech Holdings Limited Annual Report 2015
Corporate Governance Report
34
Board Committees
The Board has established an Audit Committee, a Nomination
Committee, a Remuneration Committee, and a Risk Management
and Sustainability Committee each with defined terms of reference
which are no less exacting than those set out in the Code.
Audit Committee
The Audit Committee is chaired by Mr. WONG Kai Man with
Dr. William FUNG Kwok Lun and Mr. Michael TIEN Puk Sun as
members. All of the members are independent non-executive
Directors. It has been established to assist the Board in fulfilling
its overseeing responsibilities for financial reporting, risk
management, corporate governance functions and evaluation of
internal controls and auditing processes. It also ensures that the
Group complies with all applicable laws and regulations.
Mr. WONG Kai Man, as the chairman of the Audit Committee, has
the appropriate financial management expertise as required under
the Listing Rules. The Audit Committee held two meetings during
the financial year. In addition to the Audit Committee members,
the meetings were attended by the Group Chief Executive Officer,
the Chief Compliance Officer, the Chief Financial Officer and the
external auditor. In addition, the chairman of the Audit Committee
held periodic independent meetings with the Chief Compliance
Officer, the Chief Financial Officer and the external auditor. Work
performed by the Audit Committee during the financial year
included, but not limited to, reviewing the following:
– audited Group's consolidated financial statements and reports
for the year ended 31 March 2014;
– report from the external auditor for the year ended
31 March 2014;
– unaudited Group Interim Financial Report for the six months
ended 30 September 2014 in the 2014/2015 Interim Report;
– report from the external auditor based on limited agreed-
upon procedures on the unaudited Group Interim Financial
Report for the six months ended 30 September 2014 in the
2014/2015 Interim Report;
– accounting principles and practices adopted by the Group;
– appointment of the external auditor and its remuneration;
– significant findings by the Internal Audit Department and
recommendations for corrective actions;
– reports made under Whistleblowing Policy;
– respective audit plans of the internal and external auditors;
– revised Audit Committee Charter;
– Audit Committee self-assessment results; and
– training and continuous professional development of
Directors and senior management.
During the financial year, the Audit Committee has organised a
one-day training session conducted by qualified professionals
on accounting, taxation and Listing Rules requirements for the
Directors and relevant staff.
On the date of this Annual Report, the Audit Committee met to
review the audited Group's consolidated financial statements and
reports for the year ended 31 March 2015 in conjunction with
the Company’s external auditor and senior management before
recommending them to the Board for consideration and approval.
The financial results for the year ended 31 March 2015 have been
reviewed with no disagreement by the Audit Committee. The
figures in respect of the preliminary announcement of the Group’s
results for the year ended 31 March 2015 have been agreed with
the Company’s external auditor to the amounts set out in the
Group’s consolidated financial statements for the financial year.
In addition to the above, the Audit Committee assists the Board
in meeting its responsibilities for maintaining an effective system
of internal control during the financial year. It reviews the process
by which the Group evaluates its control environment and risk
assessment procedures, and the way in which business and
control risks are managed. Based on the information received
from the management, the external auditor and the Internal Audit
Department, the Audit Committee is satisfied that the overall
financial and operational controls for the Group continue to be
effective and adequate.
The Audit Committee has also been given the responsibility to
oversee the effectiveness of formal procedures for employees to
raise any matters of serious concerns and is required to review any
reports made by the Internal Audit Department regarding this.
Nomination Committee
The Nomination Committee is chaired by Dr. William FUNG Kwok
Lun with Mr. Michael TIEN Puk Sun, Dr. Patrick WANG Shui Chung,
Mr. WONG Kai Man and Dr. Allan WONG Chi Yun as members.
The majority of the members of the Nomination Committee
are independent non-executive Directors. It is responsible for
reviewing the structure, size and diversity of the Board, and
identifying and nominating candidates for appointment to the
Board such that it has the relevant blend of skills, knowledge and
professional experience. Candidates for appointment as Directors
may be sourced internally or externally through various channels
such as using the services of specialist executive search firms. The
aim is to appoint individuals of the highest calibre in their area of
expertise and experience.
The Nomination Committee held one meeting during the financial
year. The Nomination Committee reviewed the structure, size and
diversity of the Board.
Board Diversity
The Company sees increasing diversity at the Board level as an
essential element to complement the Company’s corporate
strategy and has adopted a Board Diversity Policy which set out
the approach to achieve diversity on the Board.
The Nomination Committee monitors the implementation of the
Board Diversity Policy and has responsibility in leading the progress
for Board appointments. In designing the Board’s composition,
Board diversity has been considered from a number of aspects,
including but not limited to gender, age, cultural and educational
background, skills, knowledge, industry and professional
experience, business perspectives and the legitimate interests of
the Company’s principal shareholders.
Selection of candidates for Board appointments will be considered
taking into account of a range of aspects described above. The
ultimate decision will be based on merit and contribution that the
selected candidates will bring to the Board.