Vtech 2004 Annual Report Download - page 22

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VTech Holdings Ltd Annual Report 2004
CORPORATE GOVERNANCE
VTech is committed to maintaining a strong system of
corporate governance so that all business activities and
decision-making are properly regulated. This
commitment has enabled the Group to gain recognition
from the investment community. Two awards were
received during the year.
“Best Small Cap Company for Hong Kong Region” in
Asiamoney’s “12th best-managed companies’ poll”;
and
10th in Hong Kong region in BusinessWeek’s second
annual “Special Report on Corporate Governance” in
Europe and Asia.
Our company structure also helps ensure that the Group
operates in a lawful, ethical, structured, transparent and
effective manner.
The Board of Directors
The Board now comprises two executive directors and
four independent non-executive directors. The Board
has established three governing boards with defined
terms of reference. They are the Board of Management,
Audit Committee and Risk Management Committee. To
meet the new requirements of the Code on Corporate
Governance, a Remuneration Committee
with a majority of independent non-
executive directors has also been set up
on 29th June 2004. Further committees
may be established in the future as and
when needed.
Board of Management
The Management Board has been
delegated the authority by the Board of
Directors to be responsible for the
management of all business activities of
the Group. Its members are appointed by
the Board from time to time and
comprise executive directors and senior
management executives.
VTech is
committed to
maintaining a
strong system
of corporate
governance
Audit Committee
The Audit Committee, comprising three
independent non-executive directors,
has been established to assist the Board
in fulfilling its oversight responsibilities
for financial reporting, risk management
and evaluation of internal controls and
auditing processes. It also ensures that
the Group complies with all applicable
laws and regulations.
The Audit Committee meets at least
twice a year to receive reports from
external auditors, reviews the interim
and annual financial statements, and
receives regular reports from the internal
audit function.
Risk Management Committee
The Risk Management Committee assists
the Audit Committee and management
in reviewing and assessing the adequacy
of the Group’s risk management and
internal control systems. It meets as
required and to report to the Board in
conjunction with the Audit Committee.
The Group maintains controls to
safeguard the Group’s assets and ensure
that transactions are executed in
accordance with management’s
authorisation. The information systems in
place are designed to ensure that the
financial report is reliable. The Chief
Compliance Officer will assist the Risk
Management Committee to review
these controls independently and
evaluate their adequacy, effectiveness
and compliance.
Corporate
Affairs