Vtech 2015 Annual Report Download - page 37

VTech Holdings Limited Annual Report 2015 35
Board Committees (Continued)
Remuneration Committee
The Remuneration Committee is chaired by Mr. Michael TIEN Puk
Sun with Dr. William FUNG Kwok Lun and Mr. WONG Kai Man as
members. All of the members are independent non-executive
Directors. It is responsible for reviewing and recommending all
elements of the executive Directors and senior management
remunerations to the Board.
The emoluments of Directors are based on skills, knowledge
and performance, together with reference to the profitability
of the Company, and prevailing market conditions. In addition,
the Company has established a share option scheme to provide
incentives and rewards to eligible participants, and a share
purchase scheme to motivate employees and attract suitable
personnel for continuous development of the Group.
The Remuneration Committee held one meeting during the
financial year. The Remuneration Committee discussed and
reviewed the policy for the remuneration of executive Directors
and senior management, the annual salaries increment and
remuneration packages for executive Directors and senior
management, and the revised share purchase scheme before
recommending them to the Board for consideration and
approval. It also reviewed and approved the shares to be awarded
under the share purchase scheme.
Risk Management and Sustainability Committee
The Risk Management and Sustainability Committee is chaired
by Dr. Allan WONG Chi Yun with Dr. PANG King Fai, Mr. Andy
LEUNG Hon Kwong and Mr. WONG Kai Man as members. It is
responsible for monitoring and reviewing the risk management
and sustainability strategies of the Group.
The Risk Management and Sustainability Committee held
two meetings during the financial year to review the Group’s
risk management, internal control systems, and sustainability
strategies, policies and improvement activities.
The Risk Management and Sustainability Committee has
developed a framework for the management and control of risks in
the Group. Risks are being more formally identified and recorded
in the Risk Register for key operations. This Risk Register is updated
regularly and the major risks are being reviewed from time to time
by the Risk Management and Sustainability Committee.
The Risk Management and Sustainability Committee ensures that
any new and emerging risks are promptly identified, evaluated
and appropriate actions are taken by the management. This
requires the active and frequent participation by the process
owner of each function in identifying risks affecting its business
and implementing measures to reduce such risks, as well as the
active monitoring on the progress of the improvement in internal
control procedures.
The Risk Management and Sustainability Committee also provides
vision and strategic direction for our sustainability activities,
reviews our sustainability strategies and improvement activities,
assesses how the policies are implemented in achieving the
sustainability goals and targets, and monitors the performance
progress on a biannual basis. During the financial year and up
to the date of this Annual Report, it determined the scope and
reviewed the Company’s 2015 Sustainability Report, which informs
our stakeholders of our sustainability strategies and activities, and
the performance progress against our sustainability targets.
On 12 May 2015, Ms. Shereen TONG Ka Hung, Group Chief
Financial Officer, and Mr. CHANG Yu Wai, Company Secretary and
Group Chief Compliance Officer, were appointed as the members
of the Risk Management and Sustainability Committee.
Liability Insurance for the Directors
The Company purchases annually the Directors and officers’
liability insurance for members of the Board to provide protection
against claims arising from the lawful discharge of duties by
the Directors.
Directors’ Training and Professional
Development
Every newly appointed Director has been given a comprehensive,
formal and tailored induction on appointment.
During the financial year, the Company has organised a
one-day training session conducted by qualified professionals
on accounting, taxation and Listing Rules requirements for
the Directors and relevant staff. In addition, the Directors also
attended other external seminars or briefings and read relevant
materials on regulatory updates.
All Directors have provided to the Company their records of
training which they have received during the financial year.
A summary of their records of training during the financial year is
as follows:
Directors
Attending briefings,
trainings, seminars,
conference or
giving speech
Reading articles,
researches,
journals and
updates
Executive Directors
Allan WONG Chi Yun (Chairman)
✔ ✔
PANG King Fai ✔ ✔
Andy LEUNG Hon Kwong ✔ ✔
Independent Non-executive Directors
William FUNG Kwok Lun
✔ ✔
Michael TIEN Puk Sun ✔ ✔
Patrick WANG Shui Chung ✔ ✔
WONG Kai Man ✔ ✔
Note: Training areas include information related to the Company or electronic manufacturing
industry, laws, rules and regulations, accounting standards and business management.