Acer 2010 Annual Report Download - page 14

ACER INCORPORATED 2010 ANNUAL REPORT
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CORPORATE GOVERNANCE PRINCIPLES
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Title Name Date of
Accession
Shares Held Directly Shares Held by Spouse &
Minors Shares Held by the Other’s
Education Current Position(s) in Other Companies
Spouse or Immediate Family Holding
Position as President or Vice
President
Number Percentage Number Percentage Number Percentage Title Name Relationship
VP Peter Shieh 11/01/2001 507,737 0.02 78,387 0.00 0 0 Bachelor - - - -
VP Jafa Lin 07/01/1996 181,228 0.01 0 0 0 0 Bachelor - - - -
VP Angelina Hwang 09/01/2002 106,289 0.00 8,987 0.00 0 0 Bachelor - - - -
VP Michael Wang 11/01/2008 7,261 0.00 0 0 0 0 Bachelor - - - -
Director and Branch Office Head of
Taiwan Operation PH Wu 01/12/2006 20,457 0.00 0 0 0 0 Bachelor - - - -
Director and Branch Office Head of
Taiwan Operation TC Yang 01/12/2006 107,561 0.00 0 0 0 0 Bachelor - - - -
Director and Branch Office Head of
Taiwan Operation YS Shiau 01/12/2006 272,358 0.01 0 0 0 0 Bachelor - - - -
Note 1. Rudi Schmidleithner resigned on 2010.12.31
Gianfranco Lanci resigned on 2011.04.01
Note 2. Emmanuel Fromont assumed position on 2011.01.01
Note 3. Appointed by Company to be Director and/or President of certain subsidiaries.
3.3 Corporate Governance Status
3.3.1 Meetings Held by the Board of Directors
The Board of Directors held ten meetings. The record of their attendances is shown below:
Title Name No. of Meetings
Attended
No. of Meetings
Attended by Proxy
Meeting
Attendance Rate (%) Note
Chairman J.T. Wang 10 0 100%
Director Stan Shih 9 1 90%
Director Gianfranco Lanci 10 0 100%
Director Walter Deppeler 6 0 60%
Director Hsin-I Lin 6 4 60%
Director Philip Peng
(Representative of Smart Capital Corp.) 10 0 100%
Director Hung Rouan Investment Corp. 10 0 100%
3.3.2 Operational Situation of the Audit Committee: Not applicable.
3.3.3 Supervisor’s Participation of Meetings Held by the Board
The Board of Directors held ten meetings. The record of the supervisors’ attendances is shown below:
Title Name No. of Meetings Attended Meeting Attendance Rate (%) Note
Supervisor George Huang 8 80%
Supervisor Carolyn Yeh 9 90%
3.3.4 Enforcement of Corporate Governance Implemented by the Company and
Reasons for Discrepancy
Items Enforcement Status
Discrepancy between the corporate
governance principles implemented by
the Company and the Principles, and the
reason for the discrepancy
A. The ownership structure and
shareholders’ rights
a. The handling of the
shareholders’ proposals
and disputes
The Company has designated the Office of
Shareholders’ Affairs to handle the shareholders’
proposals and disputes.
No discrepancy
b. Information held on
the identities of major
shareholders and their
ultimate controlling
persons
The Company holds information on the identities
of major shareholders and their ultimate controlling
persons.
No discrepancy
c. The establishment of risk
control mechanism and
firewalls with affiliates
The Company has established the appropriate risk
control mechanism and firewalls according to internal
rules such as rules of supervision over subsidiaries,
rules governing endorsement and guarantee, and
the rules governing acquisitions and dispositions of
assets etc.
No discrepancy
B. The composition and duties
of Board of Directors
a. The election of independent
directors
Acer's Articles of Incorporation has been amended
to elect two independent directors which should be
followed in the Board elections in 2011.
No discrepancy.