HTC 2008 Annual Report Download - page 35

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IV. CO RPO RATE GOVERN AN CE
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2OO 8 HTC AN N UAL REPO RT
>Employee Profit Sharing Granted to M anagement Team
2008; Unit: NT$ thousands
Manager Total Employee Total Employee Profit Sharing Paid to Management
Title Name Stock Cash Profit Sharing Team as a percentage of 2008 net income(% )
Chief Executive Officer & President Peter Chou
Chief Operation Officer
& Senior Executive Vice President Fred Liu
Chief Financial Officer & Spokesman Hui-Ming Cheng
Executive Vice President Jason Juang
Vice President Cliff Chiang
Vice President CS Wang
Vice President David Chen
Vice President (note3) David Wang
Vice President HC Hung
Vice President Jack Tong
Vice President Jason Mackenzie
Vice President Jim Lin
Vice President KH Tung Not available
Vice President Lotus Chen
Vice President Florian Seiche
Associate Vice President Andy Chen
Associate Vice President (note4) Cliff Chou
Associate Vice President (note4) Ralph Wang
Associate Vice President (note4) Sam Teng
Associate Vice President (note4) Simon Hsieh
Associate Vice President (note4) Simon Lin
Associate Vice President (note4) Steve Wang
Associate Vice President (note4) WH Liu
Controller (note6) James Chen
Chief Information Officer (note2) Eric Chou
Chief Innovation Officer Horace Luke
Chief Marketing Officer John Wang
General Counsel Grace Lei
Director (note8) Clement Lin
Director (note7) Edward Wang
Director (note5) Joey Cheng
Director Vincent Tseng
*The planned amount of employee bonuses(including stock and cash bonuses) approved for distribution by the board of directors prior to the shareholders' meeting for the current year's
earnings distribution proposal shall be disclosed. If that amount cannot be estimated, the employee bonus amount for this year will be calculated based on last year's actual distribution ratio.
Refers to the 2008 net income NTD28,635,349 in the most recent fiscal year.
Note 1: Applicable scope of Officers shall be made in accordance with 27 March 2003 No. 0920001301
Regulation as follows:
(1) Chief Executive Officer or equivalent (2) Vice President or equivalent
(3) Associated Vice President or equivalent (4) Director of Finance Department
(5) Director of Accounting Department (6) Other Director(s) within Company with signature authority
Note 2: Mr. Eric Chou joined HTC on January 16, 2008.
Note 3: Mr. David Wang joined HTC on May 5, 2008.
Note 4: Mr. Cliff Chou, Ralph Wang, Sam Teng, Simon Hsieh, Simon Lin, Steve Wang, WH Liu took position on June 1, 2008.
Note 5: Mr. Joey Cheng joined HTC on February 9, 2009.
Note 6: Mr. James Chen joined HTC on February 10, 2009.
Note 7: Mr. Edward Wang took position on March 10, 2009.
Note 8: Relieved of from accounting officer and accounting director on 30 April 2009 due to job rotation.
(4) Separately compare and describe total remuneration as a percentage of net income as paid by
this company, and by each other company included in the consolidated financial statements,
during the past two fiscal years to its directors, supervisors, the general manager, and
assistant general managers, and analyze and describe remuneration policies, standards, and
packages, the procedure for setting remuneration, and linkage to performance.
>Total remuneration as a percentage of net income as paid by this company, during the past two fiscal years to its
directors, supervisors, the general manager, and assistant general managers, and analyze.
Total remuneration as a percentage of net income
Title 2008 2007 increases or decreases %
Directors 0.05% 0.02% 0.03%
Supervisors 0.01% 0.01% 0%
President and Vice Presidents 0.29% (not1) 3.61% ( note 2) - ( note 3)
Note 1: During the current fiscal year up to the date of printing of the annual report, distribution list of employee bonus is not available due to the company's final decision has not been made.
Note 2: The total remuneration of year 2007, related to amount of stock bonus, is based on closing price on 31 December 2007.
Note 3: The ratio of year 2008 excludes the amount of employee bonus, and is not comparable with the ratio of year 2007.
>HTC's compensation policy provides remuneration based on the salary level for a given position within the given
market, the scope of authority and duties of that position within the company, and the employee's contribution to the
company's operational goals. Company procedures for setting compensation provide fair levels of remuneration in
consideration of the overall operational performance of the company as well as the employee's achievement of
individual performance goals and contribution to the company's performance. If, in addition to the fixed annual
bonus of two month's salary, distribution of additional annual bonuses is proposed in consideration of on
operational conditions, a resolution approving the bonuses must be passed by the board of directors.
( Distribution list of employee bonus is not available due to the company's final decision has not been made. )
2. THE STATE OF THE COMPANY'S IMPLEMENTATION OF CORPORATE GOVERNANCE:
(1) The State of Operations of The Board of Directors:
>The Board of Directors conducted Eight Meetings in 2008. The Directors and Supervisors' attendance status is as
follows :
Addendance in By Proxy Attendance Rate in Person
Title Name (Note 1) Person (B) (% ) [B/A] (Note 2) Notes
Chairman Cher Wang 6 1 75.00%
Director Wen-Chi Chen 5 1 62.50%
Director HT Cho 8 0 100.00%
Independent Director Chen-Kuo Lin 7 0 87.50%
Independent Director Josef Felder 5 3 62.50%
Supervisor Wei-Chi Investment Co., Ltd. 5 0 62.50%
Representative: Shao-Lun Lee
Supervisor Po-Cheng Ko 7 0 87.50%
Supervisor Caleb Ou-Yang 0 0 0.00%
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