Acer 2010 Annual Report Download - page 16

ACER INCORPORATED 2010 ANNUAL REPORT
28
CORPORATE GOVERNANCE PRINCIPLES
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3.3.8 Statement of Internal Control System
Date: March 28, 2011
Based on the findings of a self-assessment, Acer Incorporated (hereinafter, the “Company”) states the
following with regard to its internal control system during year 2010:
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 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 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 findings of the evaluation mentioned in the preceding paragraph, the Company believes
that, as of December 31, 2010, 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 2010 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, 2011, with 0
of the 7 attending directors expressing dissenting opinions, and the remainder all affirming the content of
this Statement.
Acer Incorporated
Chairman of the Board of Directors CEO of Acer Inc. & Corp. President
3.3.9 Resolutions of the Board of Directors’ Meeting and the General Shareholders’
Meeting
Resolutions of the Board of Directors’ Meeting
Date Meeting Major Resolutions
March 31, 2010 First 2010 BOD Meeting I. The FY2009 financial statements and business report
II. Amendments to “Acer’s Articles of Incorporation”
III. The agenda and logistics of 2010 general shareholder’s meeting
IV. The appointment of the auditors of Acer Incorporated
V. Acer’s Statement of Internal Control System for 2009
VI. To decide the effective date of the newly issued shares for the execution of E-ten
employee stock option.
April 29, 2010 Second 2010 BOD
Meeting
I. The first quarter of FY2010 non-consolidated and consolidated financial
statements reviewed by auditors
II. The proposal for distribution of FY2009 retained earnings
III. The new issuance of common shares through capital increases
IV. To approve amendments to Acer’s “Procedures Governing Lending of Capital
to Others”
V. To approve amendments to Acer’s “Procedures Governing Endorsement and
Guarantee”
VI. To approve issuance of discounted employee stock options and “Acer
Incorporated 2010 Discounted Employee Stock Option Plan” (ESOP)
VII. To amend the convene issue of the company’s 2010 general shareholder’s
meeting
VIII. To approve selling common stock of Wistron Corporation up to 35,000,000
shares
May 27, 2010 First 2010 Special BOD
Meeting
I. To approve MOU between Acer and Founder Group Ltd. for cooperation
May 31, 2010 Second 2010 Special
BOD Meeting
I. To approve the year 2010 First Issuance of Unsecured Overseas Convertible
Corporate Bonds
II. To approve the year 2010 Second Issuance of Unsecured Overseas
Convertible Corporate Bonds
June 18, 2010 Third 2010 Special BOD
Meeting
I. To approve the dividend record date
August 4, 2010 Fourth 2010 Special BOD
Meeting
I. To accept the public tender offer made by Yuan Cing Infocomm. Tech Co.,
Ltd.(“Yuan Cing” hereafter) to acquire the common shares of New Century
Infocomm Tech Co., Ltd.
II. To approve the Founder Branded PC Business and competent agreements
among Acer Inc., it’s subsidiaries and PKU Founder Group Ltd., Founder
Technology Group Corp. and their subsidiaries.
August 31, 2010 Third 2010 BOD Meeting I. The first half of FY2010 financial statements
II. To approve capital injection for setting up Acer Information Technology R&D
(Shanghai) Co., Ltd through Acer Greater China (B.V.I.) Corp.
III. To approve capital injection for Acer Information Technology R&D (Shanghai)
Co., Ltd through Acer Greater China (B.V.I.) Corp. To support future business
growth and finance structure; It is also proposed to authorize the chairman and
president with full power to decide and approve the future capital injection for
ARD subject to its future business and financial requirement
IV. To approve the divestment of E-ten unused real estate
V. To approve the purchase of parking spaces located in B3F, Hsi –Chih building D.
VI. To decide the effective date of the newly issued shares for the execution E-ten
employee stock option