Vtech 2016 Annual Report Download - page 41

37VTech Holdings Limited Annual Report 2016
Internal Control (Continued)
Internal Audit Department
The Group’s Internal Audit Department has been established for
more than 20 years and the Internal Audit Department has direct
access to the Audit Committee. The Internal Audit Department
reviews the e ectiveness of the internal control system. Every three
years, the Internal Audit Department carries out a risk assessment
on each identi ed audit area and devises a three-year audit plan
according to the nature of business and risk exposures, and the
scope of work includes  nancial and operational reviews. The
three-year audit plan is further divided into three annual audit
plans. Every year, the Internal Audit Department reviews the
upcoming annual audit plan and makes adjustments to it where
appropriate. The three-year audit plan and the annual audit plans,
with subsequent adjustments where appropriate, are 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 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 con rmation of compliance
in writing.
Whistleblowing Policy
The Group maintains a Whistleblowing Policy to facilitate the
raising of matters of serious concern by employees in con dence
without the fear of recrimination. Procedures are established
for employees to report complaints and suspected internal
malpractices directly to the Chief Compliance O cer, 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 O cer reports the results of his review of the
complaints received to the Audit Committee twice a year.
Risk Register
The Company maintains the Risk Register to record the major
and identi able risks in the critical functions in the operation
of the Company. The Risk Register is being reviewed by the
Risk Management and Sustainability Committee twice a year.
At management level, department representatives of each key
business unit/function maintain a risk register documenting
the key risks and the response measures of the relevant risk. To
facilitate the review of the Risk Register by the Risk Management
and Sustainability Committee, the Internal Audit Department will
review the operation of the risk management framework, including
the e ectiveness of reporting to the highest levels, and the
continuing operation of appropriate risk responses.
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 speci c
enquiry, all Directors con rmed that they have complied with
the required standard of dealings set out in the Model Code
throughout the year ended 31 March 2016.
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 with our shareholders, analysts, media and other
stakeholders in accordance with the inside sensitive information
disclosure requirement under the Securities and Futures Ordinance
and the Listing Rules.
Shareholders’ Rights
The general meetings of the Company provide an opportunity for
communication between shareholders and the Board. An annual
general meeting shall be held in each year at the time and place
determined by the Board.
Procedure for shareholders to convene special general
meeting
Under the Company’s Bye-laws, in addition to regular annual
general meetings, 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 speci c issues of the Company within 21 days from
the date of deposit of written notice to the registered o ce of
the Company. The requisition(s) must state the purposes of the
meeting, and must be signed by the requisitionist(s).
Procedure for shareholders proposing resolution at
annual general meeting
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.
Procedure for proposing a person for election as
a Director
The procedures for proposing a person for election as Director at
a general meeting are set out in the Corporate Governance under
Investors section of the Company’s website.
Procedure for sending enquiries to the Board
Shareholders may send their enquiries requiring the Board’s
attention to the Company Secretary at the Company’s principal
o ce address at 23rd Floor, Tai Ping Industrial Centre, Block 1,
57 Ting Kok Road, Tai Po, New Territories, Hong Kong.
Changes in Constitutional Documents
There is no change in the Company’s constitutional documents
during the  nancial year ended 31 March 2016.
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 o ce address, via the contact form on the
Company’s website or through the Company’s share registrar.