Asus 2008 Annual Report Download - page 37

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(VI) Other important information that helps understand corporate governance: None
(VII) Enforcement of internal control
1. Declaration of Internal Control: Please refer to Page 246.
2. If the company is requested by the SEC to retain CPA’ s service for examining internal
control system, the Independent Auditor’ s Report must be disclosed: None
(VIII) The punishment delivered to the company and the staff of the company, or, the punishment
delivered by the company to the staff for a violation of internal control system, the major
nonconformity, and the corrective action in the most recent years and up to the date of the
annual report printed: None
(IX) Resolutions reached in the Shareholders’ Meeting or by the board of directors in the most
recent years and up to the date of the annual report printed:
1. The important resolutions of the general shareholder’ s meeting:
Time Subjects
06.11.2008
1.The 2007 financial statements were resolved by the Board of Directors and
audited by the supervisors and CPAs; also, proposed in the shareholder’ s
meeting for acceptance and it was accepted unanimously.
2.The 2007 distribution of retained earnings was proposed in the shareholders
meeting for acceptance and it was accepted.
3. The stock issuance for the paid-in capital with employee’ s dividend in 2007
was proposed for acceptance. The company planned to increase paid-in capital
with retained earnings and employee’ s dividend replenishing working capital
for an amount of NT$4,940,651,720 with 494,065,172 shares issued at NT$10
par. It was proposed in the shareholders meeting for acceptance and was
accepted unanimously.
4. The company planned to have some clauses of the Articles of Incorporation
amended in response to the paid-in capital with retained earnings and business
operation. It was proposed in the shareholders meeting for acceptance and it
was accepted unanimously.
5. The company planned to amend some clauses of the “Endorsement &
Guarantee Procedure” in response to the regulation amendment by the
competent authority. It was proposed in the shareholders meeting for
acceptance and it was accepted unanimously except for Clause 3 with
amendment made in accordance with the suggestion of shareholders.
6. In order to collect the fund needed for the company’ s development and realize
the internationalization and diversification of fund raising, the company
planned to increase paid-in capital with cash and issue common stock for
participating the issuance of GDR. It was proposed in the shareholders meeting
for acceptance and it was accepted unanimously.
7. Seven seats of directors and three seats of supervisors were reelected for the
term from June 11, 2008 to June 10, 2011 as follows:
Directors: Jonney Shih, Jonathan Tsang, Jerry Shen, H.C. Hung,
Tony Chen, and Eric Chen
Supervisors: Tze-Kaing Yang, Chung-Jen Cheng, and L.H. Yang
8. Propose to release directors from the restriction of non-competition clause. It
was proposed in the shareholders meeting for acceptance and it was accepted
unanimously.