Vtech 2014 Annual Report Download - page 33

31VTech Holdings Limited Annual Report 2014
Board Committees (Continued)
Nomination Committee
The Nomination Committee is chaired by Dr. William FUNG Kwok
Lun with Mr. Denis Morgie HO Pak Cho (retired with effect from
the conclusion of the 2013 AGM), Mr. Michael TIEN Puk Sun,
Dr. Patrick WANG Shui Chung, Mr. WONG Kai Man and Dr. Allan
WONG Chi Yun as members. The majority of the members of the
Nomination Committee are independent non-executive Directors.
It is responsible for reviewing the structure, size and diversity of the
Board, and identifying and nominating candidates for appointment
to the Board such that it has the relevant blend of skills, knowledge
and professional experience. Candidates for appointment as
Directors may be sourced internally or externally through various
channels such as using the services of specialist executive search
firms. The aim is to appoint individuals of the highest calibre in
their areas of expertise and experience.
The Nomination Committee held one meeting during the financial
year. The Nomination Committee reviewed the board diversity
policy (the “Board Diversity Policy”) and the revised Nomination
Committee Charter before recommending them to the Board
for consideration and approval. The Nomination Committee also
reviewed the structure, size and diversity of the Board.
Board Diversity
The Company sees increasing diversity at the Board level as an
essential element to complement the Company’s corporate
strategy. During the financial years, the Company has adopted
a Board Diversity Policy which sets out the approach to achieve
diversity on the Board.
The Nomination Committee monitors the implementation of the
Board Diversity Policy and has responsibility in leading the progress
for Board appointments. In designing the Board’s composition,
Board diversity has been considered from a number of aspects,
including but not limited to gender, age, cultural and educational
background, skills, knowledge, industry and professional
experience, business perspectives and the legitimate interests of
the Company’s principal shareholders.
Selection of candidates for Board appointments will be considered
taking into account a range of aspects described above. The
ultimate decision will be based on merit and contribution that the
selected candidates will bring to the Board.
Remuneration Committee
The Remuneration Committee is chaired by Mr. Michael TIEN Puk
Sun with Dr. William FUNG Kwok Lun, Mr. Denis Morgie HO Pak Cho
(retired with effect from the conclusion of the 2013 AGM) and Mr.
WONG Kai Man as members. All of the members are independent
non-executive Directors. It is responsible for reviewing and
recommending all elements of the executive Directors and senior
management remunerations to the Board.
The emoluments of Directors are based on skills, knowledge
and performance, together with reference to the profitability
of the Company, and prevailing market conditions. In addition,
the Company has established a share option scheme to provide
incentives and rewards to eligible participants, and a share
purchase scheme to motivate employees and attract suitable
personnel for continuous development of the Group.
The Remuneration Committee held one meeting during the
financial year. The Remuneration Committee discussed and
reviewed the policy for the remuneration of executive Directors
and senior management, and the annual salaries increment
and remuneration packages for executive Directors and senior
management before recommending them to the Board for
consideration and approval. The Remuneration Committee also
reviewed and approved the shares to be awarded under the share
purchase scheme.
Risk Management and Sustainability Committee
The Risk Management Committee was renamed as the Risk
Management and Sustainability Committee on 15 May 2013.
The Risk Management and Sustainability Committee is now
responsible for monitoring and reviewing the risk management
and sustainability strategy of the Group.
The Risk Management and Sustainability Committee is chaired
by Dr. Allan WONG Chi Yun with Dr. PANG King Fai, Mr. Andy
LEUNG Hon Kwong and Mr. WONG Kai Man as members. The Risk
Management and Sustainability Committee held two meetings
during the financial year to review the Group’s risk management,
internal control systems, and sustainability strategy, policies and
improvement activities.
The Risk Management and Sustainability Committee has
developed a framework for the management and control of risks
in the Group. Risks are being more formally identified and recorded
in the Risk Register for key operations. This Risk Register is updated
regularly and the major risks are being reviewed from time to time
by the Risk Management and Sustainability Committee.
The Risk Management and Sustainability Committee ensures that
any new and emerging risks are promptly identified, evaluated
and appropriate actions are taken by the management. This
requires the active and frequent participation by the process
owner of each function in identifying risks affecting its business
and implementing measures to reduce such risks, as well as the
active monitoring on the progress of the improvement in internal
control procedures.
The Risk Management and Sustainability Committee also
determines the scope of the Sustainability Report, and monitors
the sustainability targets and key performance indicators.
External Auditor
The Audit Committee reviews and monitors the external auditor’s
independence and objectivity. It also meets with the external
auditor to consider the nature, scope and results of its audit with
senior management.
During the financial year, the fees in respect of audit services and
tax services provided by KPMG, the external auditor, are shown in
note 2 to the financial statements.
Responsibilities in respect of Financial
Statements
The Directors are responsible for overseeing the preparation of
the consolidated financial statements for the year ended 31 March
2014 to give a true and fair view of the state of affairs of the Group
as at that date and of its profit and cash flows for the year then
ended. In doing so, the Directors have adopted the appropriate
accounting policies, applied them consistently in accordance
with the International Financial Reporting Standards and made
judgements and estimates that are prudent and reasonable in
preparing the consolidated financial statements on the going
concern basis.