Vtech 2009 Annual Report Download - page 24

22 VTech Holdings Ltd Annual Report 2009
CORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE PRACTICES
VTech Holdings Limited is incorporated in Bermuda. The
Company has its share listing on The Stock Exchange of
Hong Kong Limited (“Hong Kong Stock Exchange”) and had
its share listing on the London Stock Exchange Plc (“London
Stock Exchange”) until 6th October 2008. With effect from
7th October 2008, the Company was voluntarily delisted
from London Stock Exchange. The corporate governance
rules applicable to the Company is the Code on Corporate
Governance Practices (the “Code”) as set out in Appendix 14
to the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (the “Listing Rules”).
Throughout the year ended 31st March 2009, the Company
has complied with all the code provisions of the Code and to
a large extent, the recommended best practices in the Code
except for the deviation from code provision A.2.1 of the
Code as described below.
Under code provision A.2.1 of the Code, the roles of
chairman and chief executive officer should be separate and
should not be performed by the same individual.
Dr. Allan WONG Chi Yun has the combined role of Chairman
and Group Chief Executive Officer. The Board considers
that this structure will not impair the balance of power and
authority between the Board and the management of the
Group as the non-executive directors form the majority
of the Board, as four out of seven of our directors are
independent non-executive directors. The Board believes the
appointment of Dr. Allan WONG to the posts of Chairman
and Group Chief Executive Officer is beneficial to the Group
as he has considerable industry experience.
MODEL CODE OF SECURITIES
TRANSACTIONS
The Company has adopted the Model Code as set out
in Appendix 10 to the 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 for the year ended
31st March 2009.
BOARD OF DIRECTORS
The Board currently comprises three executive directors and
four independent non-executive directors. The names and
brief biographies are set out on page 25 of this report. The
non-executive directors are high calibre executives with
diversified industry expertise and bring a wide range of skills
and experience to the Group. They bring to the Company
independent judgement on issues of strategy, performance,
risk and people through their contribution at Board meetings.
The Board considers that four non-executive directors, being
the majority of the Board, are independent in character and
judgement and they also meet the independence criteria
set out in Rule 3.13 of the Listing Rules. All non-executive
directors are appointed for a specific term of three years
and all directors are required to submit themselves for
re-election at least once every three years under the
Company’s Bye-laws. In accordance with the Company’s
Bye-laws, each new director appointed by the Board shall
hold office until the next following annual general meeting
and thereafter the directors will be subject to retirement by
rotation.
The Board has received from each independent
non-executive director a written annual confirmation of
independence pursuant to Rule 3.13 of the Listing Rules.
The Board’s focus is on the formulation of business strategy
and policy, and control. Matters reserved for the Board are
those affecting the Company’s overall strategic policies,
finances and shareholders. These include: preliminary
announcements of interim and final results, dividend
policy, the annual budgets, major corporate activities
such as material acquisitions and disposals, and
connected transactions.
Four Board meetings at approximately quarterly interval
are scheduled for 2009/10 with additional meetings held as
and when required. All Directors have access to the advice
and services of the Company Secretary and independent
professional advice may be taken by the Directors
as required.