HTC 2008 Annual Report Download - page 23

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40 41
H. Corporate Governance
In recent years, HTC has made great strides implementing
effective corporate governance measures in business
operations. Corporate governance has risen significantly,
with strong positive effects realized in terms of risk
management and the transparency of financial information
disclosures. Developments in this area include:
1. Independent Director Positions Created
At the 2007 board of directors' election, two new
independent directors were elected in accordance
with the Securities and Exchange Law, with the
objective of strengthening corporate governance,
supporting board director independence and
functions and enhancing the effectiveness of board
operations.
2. Remuneration Committee Created
As requested by board directors, HTC has
established a remuneration committee in accordance
with relevant regulations, comprising three board
directors. The board chairperson serves as ex officio
committee chairperson. The other two directors on
the committee, at least one of whom is a serving
independent director, are appointed by the
chairperson. On June 22nd, 2007, HTC board
member HT Cho and independent director Chen-
Kuo Lin were approved by the board to serve on the
remuneration committee. HTC chairman Cher Wang
is serving as the committee's chairperson. The main
responsibility of this committee is to monitor and
review on behalf of the board HTC remuneration
policies and mechanisms and make relevant
recommendations to the board of directors.
The 2008 employee bonus appropriation rate for
accrued expenses is set at 18% of net profit after
taxes, prior to this employee bonus adjustment. The
actual value of the bonus distribution allocation must
be approved by the board of directors after final
accounting figures for the year have been published
and agreed to by the 2009 board. During the past
three year period, the dilution ratio resulting from
employee bonus distributions has ranged between
1.4% and 1.8%.
3. Board of Supervisor Proceedings
Prior to the committee's creation, most of committee
functions are being addressed by the HTC board of
supervisors. According to Article 14-5 of Securities
and Exchange Law, issues brought before the
supervisors are reviewed by a supervisory
committee and, if no objections are raised, then
forwarded to the board of directors for disposition.
Meetings of the board of supervisors take place
every quarter, at which financial, legal, internal audit
and other issues are reported to members. Issues
2OO 8 HTC AN N UAL REPO RT
III. Business O perations
Employee Bonus Appropriation
2004
-
30
60
20
50
80
%
10
40
70
0%
1.5%
3.0%
1.0%
2.5%
4.0%
0.5%
2.0%
3.5%
2005 2006 2007
6 7 .5 % 6 0 .8 % 2 7 .1 % 2 2 .9 %
2.9 %
1.8 % 1.8 %
1.4 %
Share Dilution rate
'0 8A R_ HT C/ 英文版* NEW 05/ 14/ 20 09 17: 43 頁面 4 0