HTC 2007 Annual Report Download - page 37

THE CORPORATE GOVERNANCE REPORT
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7. If the Company has established corporate governance policies based on TSE
Corporate Governance Best Practice Principles, please describe any
discrepancy between the policies and their implementation.
The company's "Guidelines for the Corporate Governance at High Tech
Computer Corp. (HTC)" has been approved unanimously by the Directors
presented (three) and presented to the Chairman for approval and the
proposal is on processing.
8. Please describe the company's corporate social responsibility (such as
human rights, employee rights, employee wellness, community
participation, social contribution, community service, investor relations,
supplier relations and rights of stakeholders) policy and implementation.
Ever since its founding, HTC's management has placed great importance on
the issue of social responsibility. The items below detail the systems and
measures adopted by HTC for the purpose of carrying out its social
responsibilities:
( 1 ) HTC's employee code of conduct sets high ethical standards for its
employees through guidelines for conduct in activities relating to
company operations. All employees of our company and its branches
and subsidiaries, regardless of their position, level, or location, abide
by this code of conduct. One of HTC's general principles is to provide
a safe and healthy work environment, fair opportunities, and a code to
govern general conduct whch will be followed by the company and its
employees.
> HTC commits to providing a healthy and safe working environment in
accordance with the law, and at the same time is determined to create
for its employees a corporate culture and working environment free of
discrimination or harassment. Any form of discrimination or
harassment, including sexual harassment, or any form of hate speech
or conduct intended to incite hate, is strictly prohibited; any conduct
in violation of the code which could lead to accidental injury or to
discrimination or harassment will be immediately reported to the
responsible department.
> Due caution is also to be exercised in dealing with employee personal
information, which shall be handled so as to give due regard to both
the needs of the organization and the employee's right to privacy.
Divulging personal employee information of any kind is inappropriate
in any situation except where so required by government laws or
regulations.
> HTC's hiring policies must comply with the relevant laws and
regulations. Decisions on hiring are made based on the company's
operational needs, the job requirements, and applicant qualifications.
Fair opportunities are provided to both applicants and employees, and
there will be absolutely no discrimination on the basis of any non-
work-related factor, including the applicant's race, skin color, social
position, language, belief system, religion, political party, family
origin, gender, sexual orientation, marital status, appearance, facial
features, mental or physical disabilities, previous union affiliations, or
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(3) Th e S t a t e o f Th e Comp a ny's Imp l e m e n t a t i on o f Corpor a t e Gov e rn a n c e , Any D e p a r t ur e o f Su c h
Imp
l e m e n t a t i on f rom Th e Corpor a t e Gov e rn a n c e B e s t -Pr a c t i c e Pr i n c i p l e s f or TSEC/GTSM
L i s t e d Comp a n i e s, a nd Th e R ea son f or Any Su c h D e p a r t ur e
Item
1. Shareholding structure & Shareholders' Rights
(1) Method of handling shareholder
suggestions or complaints
(2) The Company's possession of a list of
major shareholders and a list of ultimate
owners of these major shareholders
(3) Risk management mechanism and "firewall"
between the Company and its affiliates
2. Composition and Responsibilities of the Board
of Directors
(1) Independent Directors
(2) Regular evaluation of external auditors'
independence
3. Identity and Responsibilities of Supervisors
(1) Independent Supervisor(s)
(2) Communication channel with employees or
shareholders
4. Communication channel with stakeholders
5. Information Disclosure
(1) Establishment of a corporate website to
disclose information regarding the
Company's financials, business and
corporate governance status
(2) Other information disclosurechannels (e.g.,
maintaining an English-language website,
appointing responsible people to handle
information collection and disclosure,
appointing spokespersons, webcasting
investors conference)
6. Operations of the Company's Nomination
Committee, Compensation Committee, or other
committees of the Board of Directors
Implementation Status
> To guarantee shareholders' rights and interests, HTC has established spokespersons and acting spokespersons to
properly handle any suggestions, doubts, or disputes involving shareholders.
> When HTC provides shareholder registers in accordance with book closures carried out at the company by the
shareholder services agent, the registers indicate the major shareholders controlling the company and the persons
with ultimate control over the major shareholders. HTC, in accordance with regulations, also provides information
regularly on pledges and the increase and decrease in shareholdlings of shareholders with a more than 10% stake in
the company.
> HTC has adopted Procedures for Transactions with Specified Companies, Group Enterprises, and Related Parties as
well as systems relating to its rules governing internal control and auditing in order to implement effective risk
control and management.
> At the end-of-term elections for directors and supervisors at the 2007 ordinary shareholders meeting, the HTC
voluntarily selected two independent directors in accordance with the provisions of the Securities and Exchange Act;
the number of independent directors exceeds one-fifth of the total number of directors.
> Currently, HTC's finance and accounting department makes regular assessments of the independence of its CPA, and
prior to submitting a proposal to the board of directors for deliberation on a change in CPAs, it submits the academic
and professional qualifications of the CPA to the supervisors meeting and arranges for the CPA to be interviewed by
the supervisors in order to review and assess their independence. HTC will draw up plans in the future to have the
supervisors perform regular assessments of the independence of the CPA.
> HTC currently has three supervisors, a number that meets the minimum requirements of the Securities and Exchange
Act. At term-end elections of directors and supervisors at the ordinary shareholders meeting in 2007, two supervisors
meeting the qualifications for high levels of independence were selected.
> HTC supervisors have various avenues for communication with employees and shareholders, including board of
directors meetings, shareholders meetings, and audit reports. HTC plans to set up a supervisors' mailbox for the
convenience of employees in communicating directly with supervisors.
> HTC provides detailed contact information, including telephone numbers and email address, in the "contact us"
space on its corporate website. We have put personnel in place to exclusively deal with messages to the
spokesperson mailboxes and investor email mailboxes so that various subject parties (including interested parties)
will have channels for communication with HTC as circumstances require.
> HT C has also set up both Chinese and English websites. Investor information pages include information on financial
and business issues and corporate governance, while product information pages provide information relating to our
products and businesses.
> HTC has set up English and Chinese websites, and dedicated personnel have been appointed who are responsible for
collecting information and making timely updates to website content. HTC Chief Financial Officer Hui-Ming Cheng
has been appointed spokesperson, and a spokesperson email address has been established with an employee
exclusively responsible for its handling, in order to implement the spokespersons system. An investors conference is
convened online each quarter, with minutes of the proceedings posted on the company website after the conference.
> After the term-end elections for directors and supervisors at its ordinary shareholders meeting of 2007, HTC's board of
directors chose Compensation Committee members in accordance with provisions of the Compensation Committee Articles
of Incorporation drafted by the board of directors, i.e., that the Compensation Committee shall be composed of three
directors with the chairman of the board as ex officio chairman and the remaining two appointed by the board of directors,
and that at least one shal be an independent director. At the board of directors meeting of 22 June 2007, director HT Cho
and independent director Chen-Kuo Lin were appointed to the Compensation Committee, while Chairman Cher Wang was
made its chairman. The principal duties of the Compensation Committee include assisting the board of directors in
supervising the company's compensation system and making appropriate recommendations to the board.
Reson for Non-
implementation
None
None
None
None
None
None
any other factor protected by government order. Relations between the
company and any employee shall be based on the principles of
respect and good faith, without considerations of private interest.
These principles are applied (but not limited) to recruitment, hiring,
training, promotion, pay scales, benefits, transfers, and other types of
associations and recreational activities.
( 2 ) HTC's principal products are palmtop computers and intelligent
handheld devices. During their manufacturing, waste gases or waste
products are only produced during the soldering process; no
wastewater is produced. HTC takes very seriously all aspects of
pollution prevention, and to reduce our environmental impact we have
invested large sums in pollution prevention facilities and personnel
exclusively responsible for their operation, as well as providing
outside training to allow them to acquire relevant certification in the
competencies necessary to operate those facilities. Pollution levels
are constantly being reduced by means of training and auditing, so
that all aspects of pollution prevention operate normally and under
appropriate supervision. At the same time, certified inspection teams
are regularly brought into the plant to perform assessments of the
operating environments. From the time our plants opened to the
present, all inspection results have conformed with government
standards. Currently we have also obtained ISO-14001:2004
certification for environmental management systems, which we
anticipate will further heighten the effectiveness of our environmental
management procedures and allow us to achieve the goal of clean
production.
( 3 ) In 2007, HTC and the HTC Social Welfare Foundation, to which it
donates each year, engaged in community participation through the
following public interest activities:
> Continuing support for 500 children from low-income households in
Haiti and the Republic of Ghana in cooperation with World Vision
Taiwan.
> Continuing support for 100 children from low-income households in
the Yuli district of Hualien, Taiwan, in cooperation with World Vision
Taiwan.
> Sponsorhsip of after-school supervision for 300 children from low-
income households, in cooperation with the Chinese Christian Relief
Association, from the September 21 earthquake to the present.
> Sponsorship of 200 disadvantaged students from the Hualien-
Taidong area at the National Dong Hwa University "Come be a
College Student" camp to increase their confidence and desire to
continue in higher-level education.
> Provision of scholarships for 800 students at four schools in China's
remote northwest regions and Qinghai Province.
> Provision of tuition and board year-round for 100 needy senior high
school students with outstanding records in China's Ningxia and
Liaoning Provinces.
CORPORATE G OVERNA NCE l DEPARTURE O F IMPLEMENTATION l
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