HTC 2007 Annual Report Download - page 38

THE CORPORATE GOVERNANCE REPORT
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App e nd i x 1 : Con t i nu i ng Edu c a t i on/Tr a i n i ng o f D i r e c t ors a nd Sup e rv i sors
Date of Training
Title Name From To Organization Training/Speech Hours
Chairman Cher Wang 2/27/2008 2/27/2008 Winkler Partners Responsibilities and Restrictions on Directors, 2
Supervisors, and Managers in a Public Company
Director HT Cho 2/27/2008 2/27/2008 Winkler Partners Responsibilities and Restrictions on Directors, 2
Supervisors, and Managers in a Public Company
Independent Director Chen-Kuo Lin 6/7/2007 6/7/2007 Financial Supervisory Commission, 4th Taipei corporate governance Forum 6
Executive Yuan, R.O.C
2/27/2008 2/27/2008 Winkler Partners Responsibilities and Restrictions on Directors, 2
Supervisors, and Managers in a Public Company
Independent Director Josef Felder 2/27/2008 2/27/2008 Winkler Partners Responsibilities and Restrictions on Directors, 2
Supervisors, and Managers in a Public Company
Supervisor Po-Cheng Ko 6/7/2007 6/7/2007 Financial Supervisory Commission, 4th Taipei corporate governance forum 6
Executive Yuan, R.O.C
7/11/2007 7/11/2007 Accounting Research and Development Accounting standards for expensing of employee 3
Foundation in Taiwan profit sharing contributions in 2008
1/31/2008 1/31/2008 Corporate Governance Association in Taiwan CG 6004 Corporate Governance System 6
2/27/2008 2/27/2008 Winkler Partners Responsibilities and Restrictions on Directors, 2
Supervisors, and Managers in a Public Company
3/12/2008 3/12/2008 Accounting Research and Development Financial auditing 6
Foundation in Taiwan
3/17/2008 3/17/2008 Accounting Research and Development Legal responsibilities on senior managers for 3
Foundation in Taiwan inappropriate assertion of financial statements
Juristic Person Shao-Lun Lee 2/27/2008 2/27/2008 Winkler Partners Responsibilities and Restrictions on Directors, 2
Supervisor: Representative Supervisors, and Managers in a Public Company
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> Sponsorship of elementary and middle school students from China's
leprosy village of Dayingpan to receive vocational training in Qingdao,
in cooperation with the Wings of Hope charity organization.
> Provision of assistance to the rehabilitation hope project at the
Development Center for the Spinal Cord Injured.
> In addition, HTC provides long-term support for youth education and
character-building organizations, including the Champions Education
Association and the Rainbow Family Life Education Association.
(
4 ) HTC has adopted Procedures for Transactions with Specified
Companies, Group Enterprises, and Related Parties as a guarantee of
the rights and interests of HTC and interested parties. HTC has also
signed purchasing contracts with all its suppliers to govern all
transactions and cooperative efforts between it and those other parties
as a guarantee of their lawful rights and interests.
( 5 ) With regard to its social responsibility in the area of investor relations,
HTC has endeavored to enhance transparency in the area of financial
information and the timeliness of its announcements of various
financial and business information, including immediate announcement
of material information, regular promulgation of operational and
financial information, and the holding of investor conferences on a
quarterly basis. The aforementioned information is also uploaded onto
our company website to allow investors increased understanding of
HTC's finances and business operations.
9. Other important information to facilitate better understanding of the
Company's corporate governance practices (e.g., directors' and supervisors'
training records, the implementation of risk management policies and risk
evaluation measures, the implementation of consumer/customer protection
policies, and purchasing insurance for directors and supervisors):
( 1 ) Status of professional development of directors, supervisors, and
managerial officers:
> HTC directors and supervisors voluntarily attend the seminars held by
professional training institutes as required by law and regulation; in
addition, to further strengthen implementation of corporate governance,
regular attendance by directors, supervisors, and managerial officers is
planned for courses in finance, business, commerce, law, and
accounting that also cover corporate governance issues, or for courses
on internal control systems and liability in connection with preparation
of financial reports. Details of professional development courses taken
by directors, supervisors, and managerial officers for the period of the
2007 fiscal year up to the date of annual report publication can be
found in Appendixes 1 and 2.
( 2 ) Status of liability insurance provided by HTC for directors and
supervisors:
> HTC amended its Articles of Incorporation by passage of a resolution at
the 2005 ordinary shareholders meeting. Article 16 of the amended
Articles of Incorporation provides that the company may acquire
liability insurance for all directors and supervisors throughout their
term, within the scope of the indemnity liability they bear under law in
connection with their business responsibilities, to minimize and
disperse the risk of material loss or damage to the company and
shareholders as a consequence of any illegal act. Currently, in
accordance with the articles of incorporation, HTC has purchased
Liability Insurance for Directors, Supervisors, and Key Personnel,
thereby transferring the risk arising from negligence or erroneous or
improper conduct by directors, supervisors, or key personnel,
enhancing the soundness of company management and providing
protection for directors and supervisors.
(
3 ) Status of customer-protection policy implementation:
> HTC strictly abides by the contracts it signs with customers and related
provisions in order to protect the rights and interests of its customers.
Regular deliberation on and assessment of the Product Warranty
Reserve for after-sales product service ensures that allocations made to
those reserves are reasonably sufficient and that they adequately
express the warranty responsibilities which HTC should assume for its
products.
( 4 ) Status of implementation of risk management policies and standards
for measurement of risk:
> HTC has adopted relevant risk management policies and standards for
measurement of risk, and has established a dedicated unit to carry out
risk management and risk measurement. With respect to
implementation, HTC has performed new assessments in the area of
operational risk after transitioning principal operations toward brand
company business. After adjustment, the allocation policies for risk
factors reflected in the account titles of its financial statements, such as
Allowance for Bad Debts on Receivables, Product Warranty Reserve,
and License Fee Allowances, will be submitted for review by the
supervisors and the CPA in order to ensure that HTC financial
statements adequately and reasonably express these factors. In
addition, with respect to the currency risks possibly faced by HTC in
developing its global brand business, personnel have been appointed
who will be exclusively responsible for strengthening controls and for
implementing necessary currency hedging operations.
10. If the Company has a self corporate governance evaluation or has
authorized any other professional organization to conduct such an
evaluation, the evaluation results, major deficiencies or suggestions,
and improvements are stated as follows: None
CORPORATE G OVERNA NCE l DEPARTURE O F IMPLEMENTATION l APPENDIX 1 l
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