Vtech 2016 Annual Report Download - page 44

Report of the Directors
40 VTech Holdings Limited Annual Report 2016
The Directors have pleasure in presenting their report and the
audited  nancial statements of the Group for the year ended
31 March 2016.
Principal Activity
The principal activity of the Group is design, manufacture and
distribution of consumer electronic products.
Group Results and Dividends
The results of the Group for the year ended 31 March 2016 are set
out in the consolidated statement of pro t or loss on page 44.
An interim dividend of US17.0 cents (2015: US17.0 cents) per
ordinary share was paid to shareholders on 21 December 2015. The
Board has recommended the payment of a  nal dividend of US25.0
cents (2015: US61.0 cents) per ordinary share in respect of the year
ended 31 March 2016, payable on 1 August 2016 to shareholders
whose names appear on the register of members of the Company
as at the close of business on 21 July 2016 subject to the approval
of the shareholders of the Company at the forthcoming annual
general meeting of the Company (the “2016 AGM”).
The  nal dividend will be payable in United States dollars save that
those shareholders with a registered address in Hong Kong will
receive an equivalent amount in Hong Kong dollars which will be
calculated at the rate of exchange as quoted to the Company by
The Hongkong and Shanghai Banking Corporation Limited at its
middle rate of exchange prevailing on 19 July 2016.
Business Review
Further discussion and analysis of the Group’s activities as
required by Schedule 5 to the Hong Kong Companies Ordinance
(Chapter 622 of the Laws of Hong Kong), including a fair review
of the Group’s business, a description of the principal risks and
uncertainties facing the Group, particulars of important events
a ecting the Group that have occurred since the end of the
 nancial year, an indication of likely future development in the
Group’s business, an analysis using  nancial key performance
indicators, a discussion on the Group’s environmental policies
and performance and the compliance with the relevant laws
and regulations that have a signi cant impact on the Group, and
an account of the Group’s key relationships with its employees,
customers and suppliers and others that have a signi cant impact
on the Group and on which the Group’s success depends can be
found in the preceding sections of this Annual Report set out on
pages 1 to 37. The preceding sections form part of this Report.
Group Financial Summary
A summary of the results and of the assets and liabilities of the
Group for the last  ve  nancial years is set out on page 69.
Tangible Assets
Details of the movements in tangible assets of the Group during
the  nancial year are shown in note 7 to the  nancial statements.
Share Capital and Share Options
Details of the movements in share capital and share options of the
Company during the  nancial year are set out in note 18 to the
 nancial statements.
Reserves
Movements in the reserves of the Group and the Company during
the  nancial year are set out in the consolidated statement of
changes in equity on page 63 and in note 19 to the  nancial
statements respectively.
Donations
During the  nancial year, the Group made charitable and other
donations in an aggregate amount of approximately about
US$301,600.
Directors
The Directors who held o ce during the  nancial year and up to
17 May 2016 (the date of this Annual Report) were:
Executive Directors
Allan WONG Chi Yun Chairman and Group Chief Executive O cer
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
At the 2016 AGM, Dr. Allan WONG Chi Yun, Mr. Andy LEUNG Hon
Kwong and Mr. Michael TIEN Puk Sun shall retire as Directors
by rotation in accordance with Bye-law 112 of the Company’s
Bye-laws. Dr. Allan WONG Chi Yun and Mr. Andy LEUNG Hon
Kwong, being eligible, shall o er themselves for re-election as
Directors at the 2016 AGM. Mr. Michael TIEN Puk Sun has informed
the Board that he shall not seek for re-election at the 2016 AGM
and he shall retire from the Board with e ect from the conclusion
of the 2016 AGM.
Brief biographical details of Directors and senior management are
set out on pages 38 to 39 of this Annual Report.
Permitted Indemnity Provision
Pursuant to the Bye-laws of the Company, a permitted indemnity
provision for the bene t of the Directors is currently in force and
was in force throughout the  nancial year. The Company has
purchased the Directors and O cers’ Liability Insurance to provide
protection against claims arising from the lawful discharge of
duties by the Directors.
Directors’ Service Contracts
None of the Directors has a service contract with any company
in the Group which is not determinable by the Group within
one year without payment of compensation, other than
statutory compensation.
The Director’s service contract entered into between the Company
and Dr. Allan WONG Chi Yun in 1999 has no expiry date, but can
be terminated by the giving of two months’ prior notice, and
is exempt from the shareholders’ approval requirement under
Rule 13.68 of the Listing Rules.
Directors’ Interests in Contracts
No transactions, arrangements and contracts of signi cance
to which the Company, its subsidiaries, its holding companies,
its controlling shareholder, or the subsidiaries of its controlling
shareholder was a party and in which a Director had a material
interest, whether directly or indirectly, subsisted at the end of or at
any time during the  nancial year.
Directors’ Rights to Acquire Shares or
Debentures
Save for the share option scheme and the share purchase scheme
disclosed below and in note 18 to the  nancial statements, at
no time during the  nancial year was the Company, or any of its
subsidiaries or its holding companies, a party to any arrangement
which enables the Directors to acquire bene ts by means of the
acquisition of shares in, or debentures of, the Company or any
other body corporate.