Vtech 2009 Annual Report Download - page 25

VTech Holdings Ltd Annual Report 2009 23
BOARD OF DIRECTORS (CONTINUED)
The attendance of individual members of the Board and
other Board Committees during the financial year is set
out below:
Meetings attended/Eligible to attend
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Risk
Management
Committee
Executive Directors
Allan WONG Chi Yun 4/4 – – 2/2 2/2
Edwin YING Lin Kwan
(resigned with effect
from 1st January 2009) 3/3 –––2/2
PANG King Fai 4/4 –––2/2
Andy LEUNG Hon Kwong
(appointed on
1st January 2009) 1/1 ––––
Independent Non-Executive
Directors
Raymond CH’IEN Kuo Fung
(retired on
5th September 2008) 1/2 0/1 1/1 0/1 –
William FUNG Kwok Lun 4/4 2/2 2/2 2/2 –
Denis Morgie HO Pak Cho
(appointed on
3rd November 2008) 2/2 1/1 1/1 1/1 –
Michael TIEN Puk Sun 2/4 2/2 1/2 2/2 –
Patrick WANG Shui Chung 2/4 1/1 –1/2 –
BOARD COMMITTEES
The Board has established four committees with specific
responsibilities as described below. The terms of reference of
the Remuneration Committee, Nomination Committee, Audit
Committee and Risk Management Committee are of no less
exacting than those set out in the Code which are posted on
the Company’s website.
Subsequent to the retirement of Dr. Raymond CH’IEN Kuo Fung
as an independent non-executive director of the Company,
Mr. Denis Morgie HO Pak Cho was appointed as a member of
the Board and participated in the board committees.
Remuneration Committee
The Remuneration Committee is chaired by Mr. Michael
TIEN Puk Sun with Dr. William FUNG Kwok Lun and
Mr. Denis Morgie HO Pak Cho as members, all of whom are
independent non-executive directors. It is responsible for
reviewing and recommending all elements of the executive
directors and senior management remuneration. The fees of
the non-executive directors are determined by the Board.
The Remuneration Committee met twice during the year.
The Committee discussed and reviewed the remuneration
packages of all executive directors and the granting of share
options to the executive directors and senior management.
Nomination Committee
The Nomination Committee is chaired by Dr. William
FUNG Kwok Lun with Mr. Denis Morgie HO Pak Cho,
Mr. Michael TIEN Puk Sun, Dr. Patrick WANG Shui Chung 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 Board composition and identifying and nominating
candidates for appointment to the Board such that it has the
required blend of skills, knowledge and experience.
The Nomination Committee met twice during the year and
considered the appointment of independent non-executive
director and executive director during the year.
Audit Committee
The Audit Committee is chaired by Mr. Denis Morgie
HO Pak Cho, succeeding Dr. Raymond CH’IEN Kuo Fung,
with Dr. William FUNG Kwok Lun, Mr. Michael TIEN Puk Sun
as members, all of whom are independent non-executive
directors. Dr. Patrick WANG Shui Chung was appointed
a member of Audit Committee on 5th September 2008
and ceased to be a member with effect from 1st January 2009.
It 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.
Mr. Denis Morgie HO Pak Cho, succeeding Dr. Raymond
CH’IEN Kuo Fung, is the Chairman of the Audit Committee
and has the appropriate financial management expertise as
required under the Listing Rules. The Audit Committee held
two meetings during the year. The meetings were attended
by the Chairman, Chief Compliance Officer, Chief Financial
Officer and external auditors. The major work performed by
the Committee during the year included:
– reviewing the financial reports for the year ended
31st March 2008 and for the six months ended
30th September 2008;
– reviewing the significant findings by the internal audit
department and recommendations for corrective
actions;
– reviewing the reports from external auditors for the
year ended 31st March 2008 and for the six months
ended 30th September 2008;
– reviewing the new International Financial Reporting
Standards, where applicable, and the progress of
implementation;
– considering and recommending to the Board
the appointment of external auditors and their
remuneration for the year.