Acer 2008 Annual Report Download - page 15

Acer Incorporated 2008 Annual Report26
Corporate Governance Principles
Acer Incorporated 2008 Annual Report 27
Items Enforcement Status
Discrepancy between the corporate
governance principles implemented
by the Company and the Principles,
and the reason for discrepancy
b. The regular evaluation of the
independence of CPA
The evaluation of the CPA is one of the main duties
of the Financial Statement and Internal Control
Review Committee
No discrepancy
C. The establishment of
communication channels with
stakeholders
The Company has established the appropriate
communication channels with suppliers, buyers,
banks, investors and other stakeholders.
No discrepancy
D. The disclosure of information
a. The utilization of website
to disclose the information
on nance, operations and
corporate governance
The Company has set up a website containing the
information regarding its nance and operations.
The Company also discloses the enforcement of
corporate governance in the shareholders’ meeting
and other institutional investor meetings.
No discrepancy
b. Others means of disclosing
information
The Company has one chief speaker, one acting
speakers and designated team to be responsible
for gathering and disclosing the information.
No discrepancy
E. The establishment and
enforcement of Nomination and
Compensation Committee and
other Functional Committees
The Company has established a Compensation
Committee
No discrepancy
F. If the Company has implemented the corporate governance principles according to TSE Corporate Governance Best-Practice
Principles, please identify the discrepancy between your principles and their implementation:
‧ Not applicable.
G. Other important information that may facilitate better understanding of the status of corporate governance (e.g. human rights,
employee rights, investors relationships, the relationship with suppliers, interested parties' rights, D&O liabilities insurance, and
such):
‧ The Company has actively participated in community or charitable activities such as:
1. sponsoring sport and literature/arts events,
2. sponsoring the Council of Agriculture for Production Resume Scheme though assisting the use of IT products in remote
districts.
3. organizing the Acer Volunteer Team to take good care of disadvantaged children.
‧ The Company has set up an exclusive web site for the new labor pension system containing information for employees
regarding the laws and regulations, and to offer assistance.
‧ In addition to the training courses required by authorities, the Company has held related training courses for members of the
Board
‧ The Company clearly sets forth in the rules for the proceedings of Board meetings, that a director shall voluntarily abstain
from voting on a proposal involved with his/her own interests.
‧ The Chairman of the Company does not act as the President, and both of them are not spouses or relatives within one
degree of kinship.
‧ The Company has purchased liability insurance for directors and ofcers.
3.3.5 Statement of Internal Control System
Date: March 31, 2009
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, 2008 to December 31,
2008:
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 has established such a system aimed
at providing reasonable assurance regarding the achievement of objectives in the following categories:
(1) effectiveness and efciency of operations (including protability, performance, and safe-guarding of
assets), (2) reliability of nancial 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 deciency is identied.
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 ve 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 2008, 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 efciency, reliability of nancial 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 2008 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 31, 2009,
with none of the 7 attending directors expressing dissenting opinions, and the remainder all afrming the
content of this Statement.
Acer Incorporated
Chairman of the Board of Directors CEO of Acer Inc. & Corp. President