Vtech 2013 Annual Report Download - page 35

Corporate Governance Report
33
VTech Holdings Ltd Annual Report 2013
The Board may delegate part of its functions and duties to
executive committees and day-to-day operational responsibilities
are specifically delegated to the management, specifying matters
which require approval by the Board.
Four Board meetings at approximately quarterly intervals are
scheduled for 2013/14 with other meetings held as required. All
Directors have access to the advice and services of the Company
Secretary and independent professional advice may be sought by
the Directors if required.
The attendance of individual Directors at Board Meetings (BM),
Audit Committee Meetings (ACM), Nomination Committee
Meeting (NCM), Remuneration Committee Meetings (RCM), Risk
Management Committee Meetings (RMCM) and Annual General
Meeting (AGM) during the financial year is set out below:
Meetings attended/Eligible to attend
BM ACM NCM RCM RMCM AGM
Executive Directors
Allan WONG Chi Yun 4/4 – 1/1 – 2/2 1/1
PANG King Fai 4/4 – – – 2/2 1/1
Andy LEUNG Hon Kwong 4/4 – – – 2/2 1/1
Independent Non-executive Directors
William FUNG Kwok Lun 3/4 1/2 1/1 1/2 – 1/1
Denis Morgie HO Pak Cho 4/4 2/2 1/1 2/2 – 1/1
David SUN Tak Kei
1
1/1 1/1 – 1/1 1/1 –
Michael TIEN Puk Sun 4/4 2/2 1/1 2/2 – 1/1
Patrick WANG Shui Chung 2/4 – 0/1 – – 0/1
WONG Kai Man
2
2/2 1/1 1/1 1/1 1/1 –
Notes:
(1) Dr. David SUN Tak Kei resigned as Independent Non-executive Director,
and a member of the Audit Committee, the Nomination Committee, the
Remuneration Committee and the Risk Management Committee with
effect from 30 June 2012.
(2) Mr. WONG Kai Man was appointed as Independent Non-executive
Director, and a member of the Audit Committee, the Nomination
Committee, the Remuneration Committee and the Risk Management
Committee on 19 September 2012.
In addition to the regular Board meetings, the Chairman had
meetings with the independent non-executive Directors without
the presence of the executive Directors during the financial year.
The Company has renewed the Directors and officers’ liability
insurance for members of the Board in April 2012 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 for the
Directors and relevant staff. The training session covered areas such
as accounting, taxation and Listing Rules requirements. 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.
Corporate Governance Practices
VTech Holdings Limited is incorporated in Bermuda and has its
shares listed on The Stock Exchange of Hong Kong Limited
(the “Stock Exchange”). The corporate governance rules applicable
to the Company are the Corporate Governance Code (the “Code”)
as set out in Appendix 14 to the Rules Governing the Listing of
Securities on the Stock Exchange (the “Listing Rules”). Throughout
the year ended 31 March 2013, 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 independent non-executive directors form the
majority of the Board, with five out of eight of the directors of the
Company (the “Directors”) being independent non-executive
Directors. The Board believes the appointment of Dr. Allan WONG
Chi Yun to the posts of Chairman and Group Chief Executive Officer
is beneficial to the Group as he has considerable industry experience.
The key corporate governance principles and practices of the
Company are set out below.
Board of Directors
The Board currently comprises three executive Directors and five
independent non-executive Directors. Their names and brief
biographies are set out on page 37 of this Annual Report. The
independent non-executive Directors are executives of high calibre
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 the five independent 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 independent 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 during the year shall hold office until the
next following annual general meeting and thereafter the same
Director, if re-elected, shall be subject to retirement by rotation.
There exists no relationship among Board members and senior
management, including financial, operational, family or other
relevant material relations.
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, but are not restricted to, deliberation
of business plans, risk management, internal controls, preliminary
announcements of interim and final results, dividend policy, annual
budgets, major corporate activities such as material acquisitions
and disposals, and connected transactions.