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VTech Holdings Limited
4
VTECH APPROACH
Corporate Governance
and Risk Management
VTech has developed a comprehensive
management structure throughout the
years. We have continuously improved
our company policy and procedures
to ensure our corporate governance
structure meets with the industry best
practice and global trends. To achieve
these goals requires both broad ranging
and in-depth governance structures
and risk management processes.
Corporate Governance
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 as set out in
Appendix 14 to the Rules Governing
the Listing of Securities on the Stock
Exchange.
Board of Directors
and its Committees
The Board of Directors (the Board)
comprises three executive directors
of the Company (Directors) and
four independent non-executive
Directors. The biographical details of
Directors can be found in the section
“Biographical Details of Directors” on
page 38 of the Annual Report 2016.
The Board focuses 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, announcement of
interim and final results, dividend policy,
annual budgets, major corporate
activities such as material acquisitions
and disposals, and connected
transactions.
The Board has established an Audit
Committee, a Nomination Committee,
a Remuneration Committee and a
Risk Management and Sustainability
Committee (RMSC) with defined terms
of reference which are no less exacting
than those set out in the Corporate
Governance Code to assist and
support the Board in discharging its
governance and other responsibilities,
particularly on financial reporting and
disclosure; internal control and risk
management; composition of the Board
and remuneration of Directors and
senior management.
Audit Committee
• Assist the Board in
meeting its responsibilities
for financial reporting, risk
management, corporate
governance functions
and evaluation of internal
controls and auditing
processes
Remuneration Committee
• Review and recommend
all elements of the
executive Directors and
senior management
remunerations to the
Board
Risk Management and
Sustainability Committee
• Monitor and review the
risk management and
sustainability strategy of
the Group
Nomination Committee
• Review the structure, size,
and diversity of the Board
• Identify and nominate
candidates for
appointment to the Board
For details of our corporate governance, please refer to the corporate governance section included in our Annual Report 2016
at
.