Vtech 2005 Annual Report Download - page 25

Corporate Governance
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VTech Holdings Ltd Annual Report 2005
Board of Management For the year ended 31st March
2005, the Board of Management 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 comprises
executive directors and senior management executives.
Model Codes for Securities Transactions The
Company has adopted the Model Codes as set out in Appendix
10 of the Listing Rules and Appendix to Chapter 16 of the
Listing Rules of the Financial Services Authority in the United
Kingdom (the “UK Listing Rules”) regarding securities
transactions by directors and senior management in relation to
the accounting period covered by the Annual Report. After
specific enquiry, all directors of the Company confirmed that
they have complied with the required standard of dealings set
out therein.
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. Terms of
reference of the Audit Committee which have been adopted by
the Audit Committee are posted on the Company’s website.
Mr. Raymond CH’IEN Kuo Fung, being a member of the Audit
Committee, has the appropriate financial management
expertise. 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 functions. The meetings deal with the matters
of significance arising from the work conducted since the
previous meeting and are attended by the Chairman, Chief
Compliance Officer, Group Chief Financial Officer and external
auditors.
Risk Management Committee The Board has the
overall responsibility for internal control, including risk
management, and sets appropriate policies having regard to the
objectives of the Group. Executive directors and management
has the responsibility for the identification, evaluation and
management of financial and non-financial risks and for the
implementation and maintenance of control systems across the
Group in accordance with Group policies. The Risk Management
Committee, comprising the executive directors, assists the Audit
Committee in reviewing and assessing the number and
seriousness of findings raised by the Internal Audit
Department and also the corrective actions taken by the
relevant departments.
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.
Remuneration Committee The Remuneration
Committee comprises three independent non-executive
directors. It is responsible for reviewing and recommending all
elements of the executive directors and senior management
remuneration. The remuneration for the non-executive directors
is determined by the Board. Terms of reference of the
Remuneration Committee which have been adopted by the
Remuneration Committee are posted on the Company’s
website.
Bye-laws of the Company At the annual general
meeting held on 13th August 2004, the shareholders had
passed a special resolution to amend the Company’s Bye-laws
to reflect the amendments to Appendix 3 to the Listing Rules
which came into effect on 31st March 2004. The Company has
instituted changes to implement the retirement by rotation for
all Directors at least once every three years (including those
appointed for a specific term) by proposing to amend its Bye-
laws in the forthcoming annual general meeting in accordance
with the Code.