Vtech 2015 Annual Report Download - page 35

VTech Holdings Limited Annual Report 2015
Corporate Governance Report
33
Roles and Responsibilities of the Board
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 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 (Chairman) 5/5 –1/1 –2/2 1/1
PANG King Fai 5/5 – – – 2/2 1/1
Andy LEUNG Hon Kwong 5/5 –––2/2 1/1
Independent Non-executive Directors
William FUNG Kwok Lun 4/5 1/2 1/1 1/1 –1/1
Michael TIEN Puk Sun 5/5 2/2 1/1 1/1 –1/1
Patrick WANG Shui Chung 4/5 –1/1 – – 1/1
WONG Kai Man 5/5 2/2 1/1 1/1 2/2 1/1
Pursuant to code provision A.6.7 of the Code, independent non-
executive directors should attend the annual general meeting of
the Company to develop a balanced understanding of the views
of the shareholders. All independent non-executive Directors
attended the annual general meeting of the Company held on
18 July 2014.
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.
Corporate Governance Practices
VTech Holdings Limited is incorporated in Bermuda and has its
shares listed on 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 Listing Rules.
Throughout the year ended 31 March 2015, 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
Company and its subsidiaries (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
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 38 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.
Appointment and Re-election of Directors
All Directors are appointed for a specific term of three years and 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.
Independence of Independent Non-executive
Directors
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 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.