Vtech 2014 Annual Report Download - page 34

32 VTech Holdings Limited Annual Report 2014
Corporate Governance Report
Responsibilities in respect of Financial
Statements (Continued)
The Directors are responsible for ensuring the maintenance of
proper accounting records, safeguarding of the assets of the
Company and taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The statement by the external auditor of the Company regarding
its responsibilities on the financial statements of the Group is
set out in the Independent Auditor’s Report on page 39 of this
Annual Report.
Company Secretary
The Company Secretary is an employee of the Company, reports
to the Chairman and is responsible for providing advices to
the Board for ensuring the Board procedures are followed. The
Company Secretary has taken no less than 15 hours of relevant
professional training.
Internal Controls
The Directors have the overall responsibility for internal control,
including risk management, and set appropriate policies having
regard to the objectives of the Group. The Board, through the
Audit Committee, reviewed the overall effectiveness of the
Group’s system of internal control over financial, operational and
compliance issues, risk management process, information systems
security and effectiveness of financial reporting and compliance
with the Listing Rules, and is satisfied that such systems are
effective and adequate. The Board also considered that the
resources, qualifications and experience of staff of the Company’s
accounting and financial reporting function, and their training
programmes and budget were adequate.
The Group has put in place an organisational structure with
formal and clearly defined lines of responsibility and delegation
of authority. There are also established procedures for financial
planning, capital expenditure, treasury transactions, information
and reporting systems, and monitoring the Group’s businesses and
their performance.
Internal Audit Department
The Internal Audit Department reviews the effectiveness of the
internal control system. The Internal Audit Department carries
out an annual risk assessment on each identified audit area and
devises an annual audit plan according to the nature of business
and risk exposures, and the scope of work includes financial and
operational reviews. The audit plan is reviewed and agreed by the
Audit Committee. In addition to the agreed schedule of work, the
Internal Audit Department conducts other review and investigative
work as may be required. The Audit Committee receives
summary reports from the Internal Audit Department periodically
while the results of internal audit reviews and responses to
the recommended corrective actions are also reported to the
executive Directors. The Internal Audit Department is also
responsible for following up on the corrective actions to ensure
that satisfactory controls are maintained.
Other Control and Management
Code of Conduct
The Company’s policy on code of conduct is also an important part
of the Group’s internal control process. Employees are required to
strictly follow the code of conduct to ensure the Group operates
to the highest standards of business behaviour and ethics in
our dealings with customers, business partners, shareholders,
employees, and the business community. The policy is reinforced
and monitored by an annual confirmation of compliance in writing.
Whistleblowing Policy
The Group maintains a Whistleblowing Policy to facilitate the
raising of matters of serious concerns by employees in confidence.
Procedures are established for employees to report complaints and
suspected internal malpractices directly to the Chief Compliance
Officer, who will review the complaints and determine the
appropriate mode of investigation and subsequent corrective
action. Recommendations on improvements are communicated
to the respective department’s senior management for
implementation. The Chief Compliance Officer reports the results
of his review of the complaints received to the Audit Committee
twice a year.
Model Code of Securities Transactions
The Company has adopted the Model Code for Securities
Transactions by Directors of Listed Issuers (the “Model Code”)
set out in Appendix 10 to the Listing Rules regarding securities
transactions by Directors and senior management. After specific
enquiry, all Directors confirmed that they have complied with
the required standard of dealings set out in the Model Code
throughout the year ended 31 March 2014.
Continuous Disclosure Policy
The Company has established a Continuous Disclosure Policy to
set out the Company’s procedures for monitoring developments
in our businesses for inside information and communicating such
information to our shareholders, analysts, the media and other
stakeholders in accordance with the statutory inside information
disclosure requirement under the Securities and Futures Ordinance
and the Listing Rules.
Shareholders’ Rights
Under the Company’s Bye-laws, in addition to regular annual
general meeting, the Board, on the requisition of shareholders
of the Company holding not less than one-tenth of the paid-up
capital of the Company, may convene a special general meeting
to address specific issues of the Company within 21 days from the
date of deposit of written notice to the registered office of the
Company. The requisition must state the purposes of the meeting,
and must be signed by the requisitionist(s).
Shareholders holding not less than one-twentieth of the
total voting rights of all the shareholders or not less than 100
shareholders may propose any resolution at the annual general
meeting and circulate to other shareholders written statement
with respect to the matter to be dealt with at the annual
general meeting.
Shareholders may send their enquiries requiring the Board’s
attention to the Company Secretary at the Company’s principal
office address at 23rd Floor, Tai Ping Industrial Centre, Block 1,
57 Ting Kok Road, Tai Po, New Territories, Hong Kong.
Shareholders Communication Policy
The Company has established a Shareholders Communication
Policy to set out the procedures for providing shareholders and
the investment community with ready, equal and timely access to
balanced and understandable information about the Company.
This is in order to enable shareholders to exercise their rights in an
informed manner, and to allow shareholders and the investment
community to engage actively with the Company.
Shareholders and the investment community may at any time
make a request for publicly available Company information by
email to invest[email protected], by post addressed to
the Company’s principal office address, to the Investor Relations
contact on the Company’s website or through the Company’s
share registrar.