Vtech 2013 Annual Report Download - page 36

34 VTech Holdings Ltd Annual Report 2013
Corporate Governance Report
Directors’ Training and Professional
Development (Continued)
A summary of their records of training during the financial year is
as follows:
Attending briefings,
trainings, seminars,
conference or
giving speech
Reading articles,
researches,
journals and
updates
Executive Directors
Allan WONG Chi Yun ✓ ✓
PANG King Fai ✓ ✓
Andy LEUNG Hon Kwong ✓ ✓
Independent Non-executive Directors
William FUNG Kwok Lun ✓ ✓
Denis Morgie HO Pak Cho ✓ ✓
Michael TIEN Puk Sun ✓ ✓
Patrick WANG Shui Chung ✓ ✓
WONG Kai Man
(appointed on 19 September 2012) ✓ ✓
Note: Training areas include information related to the Company or electronic
manufacturing industry, laws, rules and regulations, accounting
standards and business management.
Board Committees
The Board has established an Audit Committee, a Nomination
Committee, a Remuneration Committee and a Risk Management
Committee with defined terms of reference which are no less
exacting than those set out in the Code.
Audit Committee
The Audit Committee is chaired by Mr. Denis Morgie HO Pak Cho,
with Dr. William FUNG Kwok Lun, Dr. David SUN Tak Kei (resigned
with effect from 30 June 2012), Mr. Michael TIEN Puk Sun and
Mr. WONG Kai Man (appointed on 19 September 2012) as
members. All of the members are independent non-executive
Directors. It has been established to assist the Board in fulfilling its
overseeing responsibilities for financial reporting, risk management,
corporate governance functions 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, as chairman of the Audit Committee,
has the appropriate financial management expertise as required
under the Listing Rules. The Audit Committee held two meetings
during the financial year. The meetings were attended by the
Chairman, the Chief Compliance Officer, the Chief Financial Officer
and the external auditor. In addition, the chairman of Audit
Committee held periodic independent meetings with the Chief
Compliance Officer, the Chief Financial Officer and the external
auditor. Work performed by the Audit Committee during the
financial year included, but not limited to, reviewing the following:
– unaudited Group Interim Financial Report for the six months
ended 30 September 2012 in the 2012/2013 Interim Report of
the Company;
– report from the external auditor based on limited agreed-
upon procedures on the unaudited Group Interim Financial
Report for the six months ended 30 September 2012 in the
2012/2013 Interim Report of the Company;
– revised Whistleblowing Policy;
– reports made under Whistleblowing Policy;
– Continuous Disclosure Policy;
– independent assessments on Corporate Governance
compliance and Risk Control procedures;
– accounting principles and practices adopted by the Group;
– implementation of applicable International Financial Reporting
Standards;
– appointment of the external auditor and their remuneration;
– significant findings by the Internal Audit Department and
recommendations for corrective actions; and
– respective audit plans of the internal and external auditors.
During the financial year, the Audit Committee has organised a
one-day training session conducted by qualified professionals on
accounting, taxation and Listing Rules requirements for the
Directors and relevant staff.
On 15 May 2013 (the date of this Annual Report), the Audit
Committee met to review the audited Group financial statements
and reports for the year ended 31 March 2013 in conjunction with
the Company’s external auditor and senior management before
recommending them to the Board for consideration and approval.
The financial results for the year ended 31 March 2013 have been
reviewed with no disagreement by the Audit Committee. The
figures in respect of the preliminary announcement of the Group’s
results for the year ended 31 March 2013 have been agreed with
the Company’s external auditor to the amounts set out in the
Group’s consolidated financial statements for the financial year.
The Audit Committee assists the Board in meeting its
responsibilities for maintaining an effective system of internal
control during the financial year. The Audit Committee reviews the
process by which the Group evaluates its control environment and
risk assessment procedures, and the way in which business and
control risks are managed. Based on the information received from
the management, the external auditor and the Internal Audit
Department, the Audit Committee is satisfied that the overall
financial and operational controls for the Group continue to be
effective and adequate.
The Audit Committee has also been given the responsibility to
oversee the effectiveness of formal procedures for employees to
raise any matters of serious concerns and is required to review any
reports made by the Internal Audit Department regarding this.