Vtech 2014 Annual Report Download - page 31

29VTech Holdings Limited Annual Report 2014
Corporate Governance Report
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”)
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 2014, 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 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 four out of seven 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 Company and its subsidiaries (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
four independent non-executive Directors. Their names and
brief biographies are set out on page 33 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 human resources management through their contribution at
Board meetings. The Board considers that the four 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 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.
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 2014/2015 with other meetings held as required.
All Directors have access to the advice and services of the
company secretary of the Company (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 Meeting (RCM), Risk
Management and Sustainability Committee Meetings (RMSCM)
and Annual General Meeting (AGM) during the financial year is
set out below:
Meetings attended/Eligible to attend
Directors BM ACM NCM RCM RMSCM 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 – – – 1/2 1/1
Independent Non-executive Directors
William FUNG Kwok Lun 3/4 1/2 1/1 1/1 – 1/1
Denis Morgie HO Pak Cho Note 1 2/2 1/1 – – – 1/1
Michael TIEN Puk Sun 3/4 2/2 1/1 1/1 – 0/1
Patrick WANG Shui Chung 4/4 – 0/1 – – 1/1
WONG Kai Man 4/4 2/2 1/1 1/1 2/2 1/1
Notes:
(1) Mr. Denis Morgie HO Pak Cho retired as an independent non-executive
Director with effect from the conclusion of the annual general meeting of
the Company held on 12 July 2013 (the “2013 AGM”).
(2) Except for Mr. Michael TIEN Puk Sun who was unable to attend the 2013
AGM due to urgent legislative duties as a member of the Legislative Council,
all independent non-executive Directors attended the 2013 AGM pursuant
to the code provision A.6.7 of the Code.
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 purchases annually the Directors and officers’ liability
insurance for members of the Board 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 on
accounting, taxation and Listing Rules requirements for the
Directors and relevant staff. 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.