Asus 2011 Annual Report Download - page 34

30
Item Operation
Deviation from the
Rules Governing Listed
& OTC corporate
governance and the
causes
7. Other information that helps understand the corporate governance (for example, advanced study of directors and
supervisors, attendance of directors and supervisors for board meeting, enforcement of risk management policy and
risk measurement standards, protection for consumers and customers, director’s excusing himself/herself from a case
involving conflict of interest, liability insurance acquired for directors and supervisors, and corporate social
responsibilities):
1. Directors and supervisors usually attend the board meeting for discussion unless there is a reason not to.
Directors must be excused from a case involving conflict of interest according to the “Rules Governing the
Conduct of Board Meetings.” The resolutions of the Board of Directors are disclosed in the Market
Observation Post System by law.
2. Liability insurance is acquired for directors and supervisors according to the Articles of Incorporation.
3. In order to improve the governance of the Board of Directors, substantiate the function of supervision, and
reinforce the mechanism of governance, the company has the “Regulations Governing the Conduct of Board
Meetings” stipulated in accordance with “Rules Governing the Conduct of Board Meeting by Public
Company” for the reference of the competent authority.
4. The company has repair and maintenance stations and consumer’s hot line setup nationwide for protecting the
interest of consumers. The company has an agreement signed with each customer before providing
services and products to them.
5. The company obeys law, maintains a good labor relation, provides job opportunity, builds up brand name,
expands exporting business, and fulfills corporate social responsibility.
6. The company is to have other corporate governances promoted and substantiated gradually in accordance
with the current condition and regulations.
8. If there is an internal evaluation report or an independent appraisal report furnished on corporate governance, the
internal (external) performance evaluation report must be furnished with the nonconformities (or suggestions) and
corrective actions detailed: N/A
(IV) Compensation Committee Operations:
1. Formation and Responsibilities of ASUS Compensation Committee：
(1)Formation of Committee：
The Member of Committee consists of three people appointed by the BOD
resolution, whereas one of them is the convener. The professional qualification
and independence of the members should comply with the provisions set forth in
Article 5 and Article 6 of Guidelines for Functions in Compensation Committee.
(2) Responsibilities of Committee：
The Committee should apply attention of good administrators to truthfully fulfill
the following functions and to submit recommendations to the BOD for
discussion. Nonetheless the recommendations on supervisor＇s salary and
remuneration submitting to the BOD for discussion are limited to the
specification of Articles of Association for Supervisor salary and remuneration
or shareholder resolution with authorization to BOD for processing:
i. Periodically review the guidelines and propose recommendation for revision.
ii. Formulate and periodically review the performance appraisal for ASUS
directors, supervisors and managers with policy, system, standards, and
structure for salary and remuneration.
iii. Periodically evaluate and specify the salary and remuneration for ASUS
directors, supervisors and managers.
Committee fulfilling the aforementioned functions should comply with the
following principles：
i. Ensure the arrangement of salary and remuneration in line with relevant laws
and regulations that are sufficient to attract outstanding personnel.
ii. The performance appraisal and salary/remuneration for directors, supervisor