HTC 2009 Annual Report Download - page 30

5958
CORPORATE GOVERNANCE
> Employee profit sharing granted to Management Team
2009;Unit:NT$ thousands
Manager Total Employee
Total Employee Profit Sharing Paid to Management
Title Name Stock Cash Profit Sharing Team as a percentage of 2009 net income(%)
Chief Executive Officer & President Peter Chou
Corporate Senior Executive Vice
President & President of
Engineering and Operation 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 David Wang
Vice President Jack Tong
Vice President Jason Mackenzie
Vice President Jim Lin
Vice President Lotus Chen
Vice President Florian Seiche 363,568.89 112,585.99 476,154.88 2.11%
Associate Vice President Cliff Chou
Associate Vice President Ralph Wang
Associate Vice President Simon Hsieh
Associate Vice President Simon Lin
Associate Vice President Steve Wang
Associate Vice President WH Liu
Controller (Note 3) James Chen
Chief Information Officer Eric Chou
Chief Innovation Officer Horace Luke
Chief Marketing Officer John Wang
General Counsel Grace Lei
Special Assistant to President of Kenny Tseng
Engineering andOperation &
Acting Head of Procurement (Note 5)
Director (note4) Edward Wang
Director (note2) Joey Cheng
Director Vincent Tseng
*TThe 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 2009 net income NTD22,608,902 thousand 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. Joey Cheng joined HTC on February 9, 2009
Note 3: Mr. James Chen joined HTC on February 10, 2009
Note 4: Mr. Edward Wang took position on March 10, 2009
Note 5: Mr. Kenny Tseng took position on December 28, 2009
( Distribution list of employee bonus is not available due to the company's final decision has not been made. The
employee bonus amount is calculated based on last year's actual distribution ratio.)
>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 com-
pensation provide fair levels of remuneration in consideration of the overall operational performance of the company as well as the employee's achieve-
ment 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.
II. 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 Seven Meetings in 2009. The Directors and Supervisors' attendance status is as follows :
Title Name (Note1) Addendance in Person (B) By Proxy Attendance Rate in Person(%) [B/A] (Note2) Notes
Chairman Cher Wang 6 1 85.71%
Director Wen-Chi Chen 6 1 85.71%
Director HT Cho 7 0 100.00%
Director Tan Ho-Chen 5 0 100.00% New elected in 2009/6/19
Shareholders' Meeting.
Independent Director Chen-Kuo Lin 6 0 85.71%
Independent Director Josef Felder 4 2 57.14%
Supervisor Wei-Chih Investment Co., Ltd. 7 0 100.00%
Representative: Shao-Lun Lee
Supervisor Po-Cheng Ko 7 0 100.00%
Supervisor Caleb Ou-Yang 0 0 0.00%
Other matters to be included:
1. For the matters listed under Article 14-3 of the Securities and Exchange Act
and other matters on which independent directors have expressed opposition
or reservations for which there is a written record or a written statement of a
board of director's resolution, the date, period, content of related proposals,
and the opinions of all independent directors and the company's response to
the opinions must be given.
There were no independent directors expressing opposition or reservation
with respect to any board of directors meeting during the preceding fiscal year,
and no written record or written statement of related board resolutions.
2. For implementation of director recusal for proposals involving personal inter-
ests, the name of the director, content of the proposal, reason for the recusal,
and participation in voting must be given.
>Director: HT Cho
Content of proposal: A proposal is presented to donate two floors of
Company's Taipei R&D headquarters with an estimated price taken as the
construction cost of NTD 217.8 million and an additional NTD 82.2 million
in cash for a total donation amount of NTD 300 million to a related party -
The HTC Cultural and Educational Foundation.
Reasons for recusal and voting participation: Director HT Cho, as Chairman
of the HTC Cultural and Educational Foundation, the subject recipient of the
donation under this proposal, voluntarily recused himself and did not par-
ticipate in deliberation or voting.
>Director: HT Cho
Content of proposal: Discussion of Company's donation of NTD 25 million
to a related party The HTC Social Welfare and Charity Foundation to be
used for Taiwan's August 8th Flood Disaster Relief Fund.
Reasons for recusal and voting participation: Director HT Cho, as Chairman
of the HTC Social Welfare and Charity Foundation, the subject recipient of
the donation under this proposal, voluntarily recused himself and did not
participate in deliberation or voting.
4. Separately compare and describe total remuneration as a percentage of net income as paid by this company, and by each other compa-
ny 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 man-
ager, and assistant general managers, and analyze.
Total remuneration as a percentage of net income
2009 2008
increases or decreases %
Title HTC All Consolidated Entities HTC All Consolidated Entities HTC All Consolidated Entities
Directors 0.06% 0.06% 0.05% 0.05% 0.01% 0.01%
Supervisors 0.02% 0.02% 0.01% 0.01% 0.01% 0.01%
President and Vice Presidents
2.19%(not1) 2.43%(not1) 2.25%( note 2) 2.50%( note 2) -0.06% -0.07%
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. The employee
bonus amount of year 2009 is calculated based on last year's actual distribution ratio.
Note 2: The total remuneration of year 2008, related to amount of stock bonus, is based on closing price on 31 December 2008.
3. Assessment of goals for enhancing functions of the board during current and pre-
ceding fiscal years (such as establishing an audit committee and increasing
transparency) and the status of implementation.
>At the time of the end-of-term elections for directors and supervisors in the
2007 fiscal year, the HTC voluntarily selected two independent directors in
accordance with the provisions of the Securities and Exchange Act in order to
create sound corporate governance, strengthen the independence and functions
of directors, and enhance the operational effectiveness of the board of directors.
In 2008 the " Guidelines for the Corporate Governance" were completed and
adopted, guaranteeing that the board of directors has the authority to independ-
ently supervise corporate operations and to make all corporate decisions nec-
essary to fulfill its responsibilities to shareholders and to society.
>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 direc-
tors, and that it shall include at least one independent director, HTC also, in its
board of directors meeting of 22 June 2007, appointed director HT Cho and
independent director Chen-Kuo Lin 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 supervis-
ing the company's compensation system and making appropriate recommenda-
tions to the board.
>Currently, prior to the establishment of the audit committee, most of its func-
tions are performed by the supervisors meetings. That is, in accordance with
Article 14-5 of the Securities and Exchange Act, matters intended to be handled
by resolution of the audit committee may first be passed with no opinion by the
supervisors meeting and submitted to the board of directors meeting for delib-
eration and voting. In addition, regular supervisors meetings are convened on a
quarterly basis to hear reports on important financial, legal compliance, and
internal auditing matters, among which is included a joint assessment with the
supervisors and CPA on the principles and appropriateness of the various
allowances and reserves set out in the financial statement, in order to enhance
appropriate expression of those matters in HTC financial reports.