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Report of the Directors

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Report of the Directors Report of the Directors The directors have the pleasure in presenting their annual report and The directors now recommend the payment of a final dividend of the audited financial statements for the year ended December 31, HK39.75 cents (approximately US5.12 cents) per share to the 2017. shareholders on the register of members on May 28, 2018, amounting to approximately US$93,877,000. Principal Activities and Business Review The Company acts as an investment holding company. Property, Plant and Equipment The Group continued to expand its business and during the year The principal activities of the principal subsidiaries and associate are spent approximately US$895,000 on leasehold land and buildings, set out in Notes 51 and 52 to the consolidated financial statements, acquired moulds and tooling for approximately US$15,795,000, respectively. office equipment, furniture and fixtures for approximately US$10,783,000 and plant and machinery for approximately Further discussion and analysis of these activities as required by US$14,386,000. Details of these and other movements in the Schedule 5 to the Hong Kong Companies Ordinance (Cap. 622 of the property, plant and equipment of the Group and the Company during Laws of Hong Kong) (the “Company Ordinance”), including a fair the year are set out in Note 16 to the consolidated financial review of the business and a discussion of the principal risks and statements. uncertainties facing the Group, particulars of important events affecting the Group that have occurred, and an indication of likely future development in the Group’s business, can be found in the Share Capital “Chairman’s Statement”, “Chief Executive Officer’s Message”, Details of movements during the year in the share capital of “Review of Operations”, “Management’s Discussion and Analysis”, the Company are set out in Note 38 to the consolidated financial “Corporate Governance Report”, “Environmental, Social and statements. Governance Report” and “Financial Summary” sections of this Annual Report. The above sections form part of this report. A total of 1,500,000 ordinary shares (those bought back by the Company during 2016 at prices ranging from HK$27.50 to HK$28.15 per share) were settled and cancelled by the Company Results and Appropriations during 2017. The aggregate amount paid by the Company for such The results of the Group for the year ended December 31, 2017 are buy-backs cancelled during 2017 amounting to US$5,388,000 was set out in the consolidated statement of profit or loss and other charged to the retained earnings. comprehensive income on page 108. The shares bought back were cancelled and accordingly the issued An interim dividend of HK27.75 cents (approximately US3.57 cents) share capital of the Company was reduced. The buy-backs of per share amounting to approximately US$65,507,000 was paid to the Company’s shares during the year were effected by the Directors the shareholders during the year. pursuant to the mandate granted by shareholders at the previous annual general meeting of the Company, with a view to benefiting shareholders as a whole by enhancing the net asset value per share and earnings per share of the Company. 92 Techtronic Industries Annual Report 2017 Directors In accordance with Article 107(A) of the Company’s Articles of Association, Messrs. Stephan Horst Pudwill, Chi Chung Chan, The directors of the Company during the year and up to the date of Roy Chi Ping Chung and Christopher Patrick Langley will retire at this report were: the forthcoming Annual General Meeting, being eligible, will offer themselves for re-election. Group Executive Directors: Mr Horst Julius Pudwill, Chairman No director proposed for re-election at the forthcoming Annual Mr Stephan Horst Pudwill, Vice Chairman General Meeting has a service contract which is not determinable by Mr Joseph Galli Jr, Chief Executive Officer the Group within one year without payment of compensation, other Mr Kin Wah Chan than statutory compensation. Mr Chi Chung Chan Terms of Office of Non-executive Directors and Non-executive Directors: Independent Non-executive Directors Prof Roy Chi Ping Chung GBS BBS JP The term of office for each of the Non-executive Directors and Mr Camille Jojo Independent Non-executive Directors is the period up to his retirement by rotation in accordance with Article 107(A) of Independent Non-executive Directors: the Company’s Articles of Association. Mr Christopher Patrick Langley OBE Mr Manfred Kuhlmann Directors of Subsidiaries Mr Peter David Sullivan The names of all directors who have served on the boards of the Mr Vincent Ting Kau Cheung subsidiaries of the Company during the year ended December 31, Mr Johannes-Gerhard Hesse 2017 and during the period from January 1, 2018 to the date of this Report are available on the Company’s website (www.ttigroup.com). Techtronic Industries Annual Report 2017 93 Report of the Directors Directors’ and Chief Executive’s Interests chief executive was taken or deemed to have under such provisions of the SFO) or as recorded in the register required to be kept under As at December 31, 2017, the interests and short positions of the section 352 of the SFO or otherwise notified to the Company and The directors and the chief executive of the Company in the shares, Stock Exchange of Hong Kong Limited (the “Stock Exchange”) underlying shares and debentures of the Company or any of its pursuant to the Model Code for Securities Transactions by Directors associated corporations (within the meaning of Part XV of the of Listed Issuers as set out in Appendix 10 to the Rules Governing the Securities and Futures Ordinance (“SFO”)) which have been notified Listing of Securities on The Stock Exchange of Hong Kong Limited to the Company pursuant to Divisions 7 and 8 of Part XV of the SFO (the “Listing Rules”) were as follows: (including interests and short positions which any such director or Interests Interests in in shares underlying (other than shares Total interests Approximate pursuant pursuant in shares/ aggregate to equity to equity underlying percentage of Name of directors Capacity/Nature of interests derivatives)(1) derivatives(1) shares interests Mr Horst Julius Pudwill Beneficial owner 149,843,500(2) 553,500 367,316,794 20.02% Interests of spouse 760,000 — Interests of controlled corporation 216,159,794(3) — Mr Stephan Horst Pudwill Beneficial owner 4,959,500 2,750,000 41,717,000 2.27% Beneficiary of a trust 34,007,500(4) — Mr Joseph Galli Jr Beneficial owner 3,183,000 1,000,000 4,183,000 0.23% Mr Kin Wah Chan Beneficial owner 100,000 1,750,000 1,850,000 0.10% Mr Chi Chung Chan Beneficial owner 400,000 1,750,000 2,150,000 0.12% Prof Roy Chi Ping Chung GBS BBS JP Beneficial owner 49,005,948 300,000 86,380,978 4.71% Interests of controlled corporation 37,075,030(5) — Mr Camille Jojo Beneficial owner 11,500 250,000 261,500 0.01% Mr Christopher Patrick Langley OBE Beneficial owner 200,000 150,000 350,000 0.02% Mr Manfred Kuhlmann Beneficial owner 225,000 175,000 400,000 0.02% Mr Peter David Sullivan Beneficial owner — 950,000 950,000 0.05% Mr Vincent Ting Kau Cheung Beneficial owner 3,920,000 150,000 4,070,000 0.22% Mr Johannes-Gerhard Hesse Beneficial owner — 135,000 135,000 0.01% 94 Techtronic Industries Annual Report 2017 Notes: Both Scheme D and Scheme E are aimed for recognition of the contribution to the development and growth of the Group by the (1) Interests in shares and underlying shares stated above represent long eligible persons. The scheme rules of both Scheme D and Scheme E positions of the Company. are substantially identical and below are the summary of the principal The interests of the directors of the Company in the underlying shares terms of both schemes: pursuant to equity derivatives, which were held as beneficial owner, The Board of Directors of the Company may grant share options to represent share options granted to them respectively pursuant to the share the following eligible persons (and their wholly owned companies) of option schemes adopted by the Company, details of which are separately disclosed in the section headed “Share Options” below. These share options the Company, its subsidiaries and any companies in which the Group are physically settled and unlisted. holds any equity interest, to subscribe for shares in the Company: (2) These included Mr Horst Julius Pudwill’s interests in 1,324,000 awarded (i) employees; or shares, of which 300,000 awarded shares remained unvested under the (ii) Directors; or Share Award Scheme as of December 31, 2017. Details of Mr Horst Julius Pudwill’s awarded shares are set out in the Corporate Governance Report. (iii) secondees; or (3) These shares were held by the following companies in which Mr Horst Julius (iv) any shareholders of any member of the Group or invested Pudwill has a beneficial interest: entity or controlling shareholders or any holders of any No. of shares securities issued by any member of the Group; or Sunning Inc. 179,084,764 (v) business partners; or Cordless Industries Company Limited * 37,075,030 (vi) suppliers; or 216,159,794 (vii) customers; or (4) These shares were held by a trust of which Mr Stephan Horst Pudwill is one (viii) advisers of the Group. of the beneficiaries. (5) These shares were held by Cordless Industries Company Limited* in which Share options granted must be taken up within 21 days of the date of Prof Roy Chi Ping Chung GBS BBS JP has a beneficial interest.
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