Acer 2008 Annual Report Download - page 16

Acer Incorporated 2008 Annual Report28
Corporate Governance Principles
Acer Incorporated 2008 Annual Report 29
3.3.6 Resolutions of the General Shareholder’s Meeting and the Meeting of the Board of Directors
Resolutions of the General Shareholder’s Meeting and the Meeting of the Board of Directors
Date Meeting Major Resolutions
Mar 3, 2008 First 2008 Special
BOD Meeting
I. To Enter a Share Exchange Agreement with E-ten Information Systems Co. Ltd. (E-ten )
II. The New Issuance of Common Shares Through Capital Increases for the Share Exchange
III. To Purchase the Common Shares of E-ten from the Stock Market
Mar 27, 2008 First 2008 BOD
Meeting
I. The FY2007 Financial Statements and Business Report
II. The Election of Acer’s Board of Directors and Supervisors
III. Amendments to Acer’s “Articles of Incorporation
IV. Amendments to Acer’s “Procedures of Acquiring or Disposing of Assets”
V. To Release the Non-competition Restriction of Acer’s Board of Directors
VI. The Agenda and Logistics of 2008 General Shareholder’s Meeting
VII. The Appointment of the Auditors of Acer Inc.
VIII. Acer’s Statement of Internal Control System for 2007
IX. To Endow Gianpiero Morbello, the Incumbent Head of Marketing and Branding Unit, with
the Title of Corporate Vice President.
Apr 23, 2008 Second 2008
BOD Meeting
I. The First Quarter of FY2008 Non-consolidated and Consolidated Financial Statements
II. The Proposal for Distribution of FY2007 Retained Earnings
III. The New Issuance of Common Shares through Capital Increases
IV. Amendments to Acer’s “Articles of Incorporation”
V. “The Procedure of Proxy Statistic Verication”
May 2,2008 Second 2008
Special BOD
Meeting
I. The Approve Taking Necessary Legal Actions against Keypoint regarding Keypoint Would
Infringe Acer Incorporated’s Trademark Rights in Malaysia.
II. To Approve Amendments to Acer’s Foreign Exchange Risk Management Policy and
Guidelines.
III. To Approve Amendments to Acer’s Articles of Incorporation.
IV. To Approve Issuance of Discounted Employee Stock Options and Acer Incorporated 2008
Discounted Employee Stock Option Plan
V. To Amend the Convene Issue of the Company’s 2008 General Shareholder’s Meeting
Jun 13, 2008 Third 2008
Special BOD
Meeting
I. To Elect The Chairman of Acer Incorporated
II. To Approve Amendments to Criteria for Authorities of Assents Management and Handling
Committee
III. To Elect The Members of Acer’s Assets Management and Handling Committee,
Compensation Committee, and Financial Statement and Internal Control Review
Committee
IV. To Endow Mr. Gianfranco Lanci with the title of Acer Inc. CEO & Corporate President
V. To Endow Chairman, Mr. J.T. Wang with the title of Acer Group CEO, concurrently
VI. To Approve the Ex-dividend and Ex-right Date
VII. The Ratio of Share Exchange Between Acer and E-Ten (Acer : E-Ten=1 : 1.07)
VIII. To Amend the Date of Share Exchange between Acer and E-Ten
IX. To Sell out All the Common Shares of Apacer Technology Inc
Aug 28, 2008 Third 2008 BOD
Meeting
I. The First Half of FY2008 Financial Statement
II. Amendments to Acer Incorporated 2008 Employee Stock Option Plan
III. Amendments to Regulations Governing Procedure for Board Directors Mettings
IV. To Approve Acer’s Regulations Governing Shareholder Services
V. To Endow Mr. Aymar de Lencquesaing the President of Smart Handheld Business Group,
with the Title of Senior Corporate Vice President
VI. To Appoint Mr.Simon Hwang as the President of ET Business Group along with the Top
Manager of the New Business Concurrently and to Endow Mr.Hwang with the Title of
Corporate Vice President
VII. The Budget of Donation to Acer Foundation for Sponsoring Pubic Activities
Date Meeting Major Resolutions
Oct 31, 2008 Fourth 2008 BOD
Meeting
I. The Third Quarter of FY2008 Financial Statements
II. To Issue 14,000 units of Acer Incorporated 2008 Employee Stock Option
III. To Decide the Effective Date of the New Issued Shared for the Execution of E-ten
Employee Stock Option
IV. To Proposed to Invest in FUHU,INC., through Acer Inc. Subsidiaries and Afliates
V. To Participate in the Re-construction Project of Oriental Technopolis Building A&B Located
in Hsichih, Taipei
VI. The Appoint Mr. Wayne Ma as the Vice President of Smart Handheld Business Unit
VII. To Promote Mr. Michael Wang as the Vice President of Commercial Software Business Unit
Dec 18, 2008 Fourth 2008
Special BOD
Meeting
I. Acer’s 2009 Annual Audit Plan
II. To Acquire Trademarks Currently Owned by Gateway US Retail, Inc. and Packard Bell B.V.
III. It’s Proposed a Total Accrual of NT$1,500,000,000 as the FY2008 Employee Bonus
Mar 31,2009 First 2009 BOD
Meeting
I. The FY2008 Financial Statements and Business Report
II. Amendments to Acer’s “Procedures Governing Lending of Capital to Others”
III. Amendments to Acer’s “Procedures Governing Endorsement and Guarantee”
IV. The Agenda and Logistics of 2009 General Shareholder’s Meeting
V. The Appointment of the Auditors of Acer Inc.
VI. Acer’s Statement of Internal Control System for 2008
VII. To Decide the Effective Date of New Issued Shares for the Execution of E-ten Employee
Stock Option
VIII. To Remove Mr. T.Y. Lay from Acer Management Team
IX. To Appoint Mr. Oliver Ahrens as the President of Acer China Operations, and to Endow
him with the Title of Corporate Vice President
Implementation of Resolutions in 2008 General Shareholder’s Meeting
Major Resolutions Carries out the situation
1. To accept the 2007 Financial Statements and Business Report Approved by 2008 General Shareholder’s Meeting
2. To approve the proposal for distribution of 2007 prots Has distributed stock and cash dividends to the shareholders
on August 15, 2008.
3. To approve the New Issuance of Common Shares through
Capital Increases
Has amended the capital’s registration to the Ministry of
Economic Affairs
4. To approve the Company’s proposal to merge E-TEN Information
Systems Co., Ltd. as its wholly-owned subsidiary by stock
exchange and issuing new shares.
Has amended the registration to the Ministry of Economic
Affairs
5. To approve amendments to the Articles of Incorporation Has amended Acer’s Article of Incorporated to the Ministry of
Economic Affairs
6. To approve issuance of discounted Employee Stock Option Approved by 2008 General Shareholder’s Meeting
7. To approve amendments to Acer’s “Procedures of Acquiring Or
Disposing of Assets”
Approved by 2008 General Shareholder’s Meeting
8. To approve amendments to Acer’s “Foreign Exchange Risk
Management Policy and Guidelines”
Approved by 2008 General Shareholder’s Meeting
9. To release the non-competition restriction of a board of director
elected as an individual or as a legal representative
To release the non-competition restriction of Acer’s new
7 members of the board of directors and 2 members of
supervisors