Vtech 2013 Annual Report Download - page 41

Report of the Directors
39
VTech Holdings Ltd Annual Report 2013
Directors
The Directors who held office during the financial year and up to
15 May 2013 (the date of this report) were:
Executive Directors
Allan WONG Chi Yun Chairman and Group Chief Executive Officer
PANG King Fai
Andy LEUNG Hon Kwong
Independent Non-executive Directors
William FUNG Kwok Lun
Denis Morgie HO Pak Cho
David SUN Tak Kei (resigned with effect from 30 June 2012)
Michael TIEN Puk Sun
Patrick WANG Shui Chung
WONG Kai Man (appointed on 19 September 2012)
At the 2013 AGM, Dr. PANG King Fai, Mr. Denis Morgie HO Pak Cho
and Mr. Michael TIEN Puk Sun shall retire as Directors by rotation in
accordance with Bye-law 112 of the Company’s Bye-laws while
Mr. WONG Kai Man shall retire from the Board as the new Director
appointed by the Board in accordance with the Bye-law 94 of the
Company’s Bye-laws. Save and except Mr. Denis Morgie HO Pak Cho,
all of the above Directors, being eligible, shall offer themselves for
re-election as Directors at the 2013 AGM. Mr. Denis Morgie HO Pak Cho
has informed the Board of his intention of not seeking re-election
at the 2013 AGM and he shall retire from the Board with effect
from the conclusion of the 2013 AGM.
Brief biographical details of Directors and senior management are
set out on pages 37 to 38 of this Annual Report.
Directors’ Service Contracts
None of the Directors has a service contract with any company
in the Group which is not determinable by the Group within
one year without payment of compensation, other than
statutory compensation.
The Director’s service contract entered into between the Company
and Dr. Allan WONG Chi Yun in 1999 has no expiry date, but can be
terminated by the giving of two months’ prior notice, and is exempt
from the shareholders’ approval requirement under Rule 13.68 of
the Listing Rules.
Directors’ Interests in Contracts
No contracts of significance to which the Company, its subsidiaries,
its holding companies, its controlling shareholder, or the
subsidiaries of its controlling shareholder was a party and in which
a Director had a material interest, whether directly or indirectly,
subsisted at the end of or at any time during the financial year.
Directors’ Rights to Acquire Shares or
Debentures
Save for the share option scheme and the share purchase scheme
disclosed below and in note 16 to the financial statements, at no
time during the financial year was the Company, or any of its
subsidiaries or its holding companies, a party to any arrangement
which enables the Directors to acquire benefits by means of the
acquisition of shares in, or debenture of, the Company or any other
body corporate.
The Directors have the pleasure to present their report and the
audited financial statements of the Group for the year ended
31 March 2013.
Principal Activity
The principal activity of the Group is design, manufacture and
distribution of consumer electronic products.
Group Results and Dividends
The results of the Group for the year ended 31 March 2013 are set
out in the consolidated income statement on page 44.
An interim dividend of US16.0 cents (2012: US16.0 cents) per
ordinary share was paid to shareholders on 20 December 2012. The
Board has recommended the payment of a final dividend of US64.0
cents (2012: US60.0 cents) per ordinary share in respect of the year
ended 31 March 2013, payable on 29 July 2013 to shareholders
whose names appear on the register of members of the Company
as at the close of business on 18 July 2013 subject to the approval
of the shareholders of the Company at the forthcoming annual
general meeting of the Company (the “2013 AGM”).
The final dividend will be payable in United States dollars save that
those shareholders with a registered address in Hong Kong will
receive an equivalent amount in Hong Kong dollars which will be
calculated at the rate of exchange as quoted to the Company by
The Hongkong and Shanghai Banking Corporation Limited at its
middle rate of exchange prevailing on 16 July 2013.
Commentary on Performance
A commentary on the performance of the Group is included in the
Review of Operations set out on pages 9 to 11.
Group Financial Summary
A summary of the results and of the assets and liabilities of the
Group for the last five financial years is set out on page 71.
Tangible Assets
Details of the movements in tangible assets of the Group during
the financial year are shown in note 7 to the financial statements.
Share Capital and Share Options
Details of the movements in share capital and share options of the
Company during the financial year are set out in note 16 to the
financial statements.
Reserves
Movements in the reserves of the Group and the Company during
the financial year are set out in the consolidated statement of
changes in equity on page 46 and in note 17 to the financial
statements respectively.
Donations
During the financial year, the Group made charitable and other
donations in an aggregate of US$169,000.