Acer 2009 Annual Report Download - page 15

Items Enforcement Status
Discrepancy between the corporate
governance principles implemented by
the Company and the Principles, and
the reason for the discrepancy
D. The disclosure of information
a. The utilization of website
to disclose 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
speaker and designated team to be responsible for
gathering and disclosing the information.
No discrepancy
E. The establishment and
enforcement of Nomination and
Compensation Committee or any
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, supplier relationships, interested parties' rights, D&O liabilities insurance, etc.):
． The Company has actively participated in community or charitable activities, the details please refer to "6. Corporate Social
Responsibility".
． 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 additional to the training courses required by authorities, the Company also held related training courses for members of the Board
． The Company has clearly set 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 The Establishment and Enforcement of Compensation Committee
The Compensation Committee, comprising of the Chairman and non-executive Directors, is responsible for the
performance assessment and compensation of the CEO, the performance assessment of the executive team,
the compensation and bonus of employees, etc. Scheduled reviews are conducted, and meetings are called as
necessary.
3.3.6 Statement of Personnel Having Licenses Associated with Financial Information Transparency
from Competent Authorities
Name of Licenses
Numbers
Internal Auditor Financial Ofcer
Certied Public Accountants (CPA) 0 1
Certied Internal Auditor (CIA) 1 3
BS7799/ISO 27001 Lead Auditor 1 0
Certicated Business Valuator 0 1
3.3.7 Statement of Internal Control System
Date: March 31, 2010
Based on the ndings of a self-assessment, Acer Incorporated (hereinafter, the “Company”) states the following
with regard to its internal control system during year 2009:
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
and response, (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 ndings of the evaluation mentioned in the preceding paragraph, the Company believes that,
as of December 31, 2009, 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 2009 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, 2010, with 0 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
Acer Incorporated 2009 Annual Report
24.
Acer Incorporated 2009 Annual Report
25. Corporate Governance Principles