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-18-
3.4 Internal Control System Statement
Acer Incorporated
Date: March 28, 2007
Based on the findings of a self-assessment, Acer Incorporated (hereinafter, the “Company”) states the
following with regard to its internal control system during the period from January 1, 2006 to December 31,
2006:
1. The Company is fully aware that establishing, operating, and maintaining an internal control system are
the responsibility of its Board of Directors and managers. The Company Shih Hsuen Huei has established
such a system aimed at providing reasonable assurance regarding the achievement of objectives in the
following categories: (1) effectiveness and efficiency of operations (including profitability, performance,
and safe-guarding of assets), (2) reliability of financial reporting, and (3) compliance with applicable laws
and regulations.
2. An internal control system has inherent limitations. No matter how perfectly designed, an effective
internal control system can provide only reasonable assurance of accomplishing the three objectives
mentioned above. Moreover, the effectiveness of an internal control system may be subject to changes of
environment or circumstances. Nevertheless, the internal control system of the Company contains
self-monitoring mechanisms, and the Company promptly takes corrective actions whenever a deficiency
is identified.
3. The Company evaluates the design and operating effectiveness of its internal control system based on the
criteria provided in the “Regulations Governing Establishment of Internal Control Systems by Public
Companies” promulgated by the Securities and Futures Bureau of the Financial Supervisory Commission
(hereinafter, the “Regulations”). The criteria adopted by the Regulations identify five constituent elements
of internal control based on the process of management control: (1) control environment, (2) risk
assessment, (3) control activities, (4) information and communication, and (5) monitoring. Each
constituent element further contains several items. Please refer to the Regulations for details.
4. The Company has evaluated the design and operating effectiveness of its internal control system
according to the aforesaid criteria.
5. Based on the findings of the evaluation mentioned in the preceding paragraph, the Company believes that,
during the year 2006, its internal control system (including its supervision of subsidiaries), as well as its
internal controls to monitor the achievement of its objectives concerning operational effectiveness and
efficiency, reliability of financial reporting, and compliance with applicable laws and regulations, were
effective in design and operation, and reasonably assured the achievement of the achievement of the
above-stated objectives.
6. This Statement will be an essential content of the Company’ s Annual Report for the year 2006 and
Prospectus, and will be publicly disclosed. Any false-hood, concealment, or other illegality in the content
made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchanged
Act.
7. This Statement has been passed by the Board of Directors in their meeting held on March 28, 2007, with 0
of the 7 attending directors expressing dissenting opinions, and the remainder all affirming the content of
this Statement.
Acer Incorporated
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Chairman of the Board of Directors
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President