Corporate Governance Practices
VTech Holdings Limited is incorporated in Bermuda. The Company has its share listing on The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange") and had its share listing on the London Stock Exchange Plc ("London Stock Exchange") until 6th October 2008. With effect from 7th October 2008, the Company was voluntarily delisted from London Stock Exchange. The corporate governance rules applicable to the Company is the Code on Corporate Governance Practices (the "Code") as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). Throughout the year ended 31st March 2009, 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 officer 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 Group as the non-executive directors form the majority of the Board, as four out of seven of our directors are independent non-executive directors. The Board believes the appointment of Dr. Allan WONG to the posts of Chairman and Group Chief Executive Officer is beneficial to the Group as he has considerable industry experience.
Model Code of Securities Transactions
The Company has adopted the Model Code as set out in Appendix 10 to the Listing Rules regarding securities transactions by directors and senior management in relation to the accounting period covered by the Annual Report. After specific enquiry, all directors of the Company confirmed that they have complied with the required standard of dealings set out therein for the year ended 31st March 2009.
Board of Directors
The Board currently comprises three executive directors and four independent non-executive directors. The non-executive directors are high calibre executives 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 people through their contribution at Board meetings. The Board considers that four 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. All non-executive directors are appointed for a specific term of three years and all directors 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 shall hold office until the next following annual general meeting and thereafter the directors will be subject to retirement by rotation.
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'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: preliminary announcements of interim and final results, dividend policy, the annual budgets, major corporate activities such as material acquisitions and disposals, and connected transactions.
Four Board meetings at approximately quarterly interval are scheduled for 2009/10 with additional meetings held as and when required. All Directors have access to the advice and services of the Company Secretary and independent professional advice may be taken by the Directors as required.
Board Committees
The Board has established four committees with specific responsibilities as described below. The terms of reference of the Remuneration Committee, Nomination Committee, Audit Committee and Risk Management Committee are of no less exacting than those set out in the Code which are posted on the Company's website.
Subsequent to the retirement of Dr. Raymond CH'IEN Kuo Fung as an independent non-executive director of the Company, Mr. Denis Morgie HO Pak Cho was appointed as a member of the Board and participated in the board committees.
Remuneration Committee
The Remuneration Committee is chaired by Mr. Michael TIEN Puk Sun with Dr. William FUNG Kwok Lun and Mr. Denis Morgie HO Pak Cho as members, all of whom are independent non-executive directors. It is responsible for reviewing and recommending all elements of the executive directors and senior management remuneration. The fees of the non-executive directors are determined by the Board.
The Remuneration Committee met twice during the year. The Committee discussed and reviewed the remuneration packages of all executive directors and the granting of share options to the executive directors and senior management.
Nomination Committee
The Nomination Committee is chaired by Dr. William FUNG Kwok Lun with Mr. Denis Morgie HO Pak Cho, Mr. Michael TIEN Puk Sun, Dr. Patrick WANG Shui Chung 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 Board composition and identifying and nominating candidates for appointment to the Board such that it has the required blend of skills, knowledge and experience.
The Nomination Committee met twice during the year and considered the appointment of independent non-executive director and executive director during the year.
Audit Committee
The Audit Committee is chaired by Mr. Denis Morgie HO Pak Cho, succeeding Dr. Raymond CH'IEN Kuo Fung, with Dr. William FUNG Kwok Lun, Mr. Michael TIEN Puk Sun as members, all of whom are independent non-executive directors. Dr. Patrick WANG Shui Chung was appointed a member of Audit Committee on 5th September 2008 and ceased to be a member with effect from 1st January 2009. It has been established to assist the Board in fulfilling its oversight responsibilities for financial reporting, risk management and evaluation of internal controls and auditing processes. It also ensures that the Group complies with all applicable laws and regulations.
Mr. Denis Morgie HO Pak Cho, succeeding Dr. Raymond CH'IEN Kuo Fung, is the Chairman of the Audit Committee and has the appropriate financial management expertise as required under the Listing Rules. The Audit Committee held two meetings during the year. The meetings were attended by the Chairman, Chief Compliance Officer, Chief Financial Officer and external auditors. The major work performed by the Committee during the year included:
- reviewing the financial reports for the year ended 31st March 2008 and for the six months ended 30th September 2008;
- reviewing the significant findings by the internal audit department and recommendations for corrective actions;
- reviewing the reports from external auditors for the year ended 31st March 2008 and for the six months ended 30th September 2008;
- reviewing the new International Financial Reporting Standards, where applicable, and the progress of implementation;
- considering and recommending to the Board the appointment of external auditors and their remuneration for the year.
Risk Management Committee
The Risk Management Committee, comprising the executive directors, held two meetings during the year to review the Group's risk management and internal control systems and their effectiveness. The Committee also ensured that any new and emerging risks are promptly evaluated and appropriate actions are taken by the management.
Responsibilities in respect of financial statements
The Board is responsible for the timely presentation of balanced, clear and understandable annual and interim reports, price-sensitive announcements and other disclosures required under the Listing Rules and other regulatory requirements.
The Directors acknowledge their responsibility to prepare the financial statements as set out in the Annual Report. The statement of the external auditors about their reporting responsibilities on the financial statements is set out in the Annual Report.
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 Directors, through the Audit Committee, have conducted an annual review of the effectiveness of the Group's system of financial and non-financial controls. The system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. Controls are monitored by management review and by a programme of internal audits.
The annual review also considered the adequacy of resources, qualifications and experience of staff of the Group's accounting and financial reporting function, and their training programmes and budget.
The Audit Committee reviews the effectiveness of the internal control environment of the Group. The Internal Audit Department carries out annual risk assessment on each audit area and derives an annual audit plan according to their risk rankings. The audit plan is reviewed and approved 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 and external auditors periodically. The results of internal audit reviews and responses to the recommended corrective actions are reported to the executive directors and Audit Committee. The Internal Audit Department is also responsible for following up the corrective actions to ensure that satisfactory controls are maintained. The Audit Committee considered that the key areas of the corrective actions required for the year were reasonably implemented.
The Group has put in place an organisational structure with formal defined lines of responsibility and delegation of authority. There are also established procedures for planning, capital expenditure, treasury transactions, information and reporting systems, and for monitoring the Group's businesses and their performance.
Whistleblower Policy
The Group maintains a whistleblower policy to facilitate the raising of concerns by employees. Procedures are established for employees to report complaints and internal malpractice directly to the Chief Compliance Officer, who will review complaints and determine the mode of investigation and subsequent corrective action. Recommendations on improvements are communicated to the respective departments senior management for implementation. The Chief Compliance Officer reports the results of the review of the complaints received to the Audit Committee twice a year. The policy is posted on the Company's website.
Code of Conduct
Employees are required to strictly follow the Code of Conduct to ensure the Group operates to the highest standards of business conduct and ethics in our dealings with customers, business partners, shareholders, employees, and the business communities. Every employee is provided a copy of the Code of Conduct and is required to confirm compliance with the Code in writing each year. The code is posted on the Company's website.
updated 17th July, 2009
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