Vtech 2014 Annual Report Download - page 32

30 VTech Holdings Limited Annual Report 2014
Corporate Governance Report
– report from the external auditor for the year ended 31 March 2013;
– unaudited Group Interim Financial Report for the six months
ended 30 September 2013 in the 2013/2014 Interim Report;
– 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 2013 in the
2013/2014 Interim Report;
– accounting principles and practices adopted by the Group;
– implementation of applicable International Financial
Reporting Standards;
– appointment of the external auditor and its remuneration;
– significant findings by the Internal Audit Department and
recommendations for corrective actions;
– reports made under Whistleblowing Policy; 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 22 May 2014 (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 2014 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 2014 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 2014 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.
Directors’ Training and Professional
Development (Continued)
A summary of their records of training during the financial year is
as follows:
Directors
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 ✔✔
Michael TIEN Puk Sun ✔✔
Patrick WANG Shui Chung ✔✔
WONG Kai Man ✔✔
Notes:
(1) Mr. Denis Morgie HO Pak Cho retired from the Board with effect from the
conclusion of the 2013 AGM. Accordingly, his training record has not been
included above.
(2) 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
and Sustainability Committee with defined terms of reference
which are no less exacting than those set out in the Code.
Mr. Denis Morgie HO Pak Cho retired as an independent non-
executive Director with effect from the conclusion of the 2013
AGM. Following Mr. Denis Morgie HO Pak Cho’s retirement, he also
ceased to be the chairman of the Audit Committee, and a member
of the Nomination Committee and the Remuneration Committee,
and Mr. WONG Kai Man was appointed as the chairman of the
Audit Committee in place of Mr. Denis Morgie HO Pak Cho with
effect from the conclusion of the 2013 AGM.
Audit Committee
The Audit Committee is chaired by Mr. WONG Kai Man, succeeding
Mr. Denis Morgie HO Pak Cho, with Dr. William FUNG Kwok Lun
and Mr. Michael TIEN Puk Sun 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. WONG Kai Man, as the 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 the 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:
– audited Group financial statements and reports for the year
ended 31 March 2013;