VTech Holding Limited Sustainability Report 2017

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VTECH APPROACH
VTech Holdings Limited
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For details of our corporate governance, please refer to the corporate governance section included in our Annual Report 2017
at
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 three
independent non-executive Directors.
Their names and brief biographies can
be found in the section “Biographical
Details of Directors” on page 40 of
the Annual Report 2017. 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 transaction.
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
• Review the reports
from the Data Security
Governance Board
Nomination Committee
• Review the structure, size,
and diversity of the Board
• Identify and nominate
candidates for
appointment to the Board
Board of
Directors
Corporate Governance and
Risk Management