HTC 2009 Annual Report Download - page 34

6766
CORPORATE GOVERNANCE
9. Material Resolutions of A Shareholders Meeting and A Board of Directors Meeting during the most recent fiscal year or during the current
fiscal year up to the date of printing the annual report.
Item Date Material resolutions Note
Year 2009
Board of directors 2009/2/26 1. Adopted resolution on setting aside Company's 2009 dividend for employees.
meeting 2. Adopted resolution to convene the 2009 Annual Shareholders' Meeting, meeting date/time/place and the submission period
and place for shareholders' proposals
3. Adopted resolution on capital increase of High Tech Computer Asia Pacific PTE. Ltd by an investment in order to increase
capital held in HTC Electronics (Shanghai) Co. Ltd. (Wei-Hon) by USD 8 million for the purpose of factory construction at
its Shanghai Kangqiao Factory.
Board of directors 2009/4/30 1. Adopted resolution for Fiscal 2008 earnings distribution.
meeting 2. Adopted resolution to allocate earnings (shareholder bonuses and employee bonuses) to fund a capital increase
and issuance of new shares.
3. Adopted resolution on dividend distribution for 2009, scheduled to be discussed in 2010. The proposed cash
dividend distribution for shareholders will be no less than NTD 20 billion.
4. Adopted resolution on change of Corporate Principal Accounting Officer.
5. Adopted resolution to amend the reasons for convening the 2009 Annual General Shareholders' Meeting of the Company.
6. Adopted resolution on reorganization of Company's overseas subsidiaries' investment structure.
Shareholders 2009/6/19
1. Adoption of the Fiscal 2008 Business Report and Financial Statement Execution summary for the
meeting
2. Adoption of the Fiscal 2008 Earnings Distribution Proposal. material resolutions of the
3. Adopted resolution to allocate earnings and employee bonuses to a capital increase and issuance of new shares. shareholders meeting
4. Adopted resolution to amend the Articles of Incorporation. please refer to note
5. Adopted resolution to amend the Company's Procedures for the Acquisition or Disposal of Assets.
6. Adopted resolution to amend the Company's Procedures for the Handling of Derivatives Trading.
7. Adopted resolution to amend the Company's Operational Procedures for Lending Funds to Others.
8. Adopted resolution to amend the Company's Rules for Endorsements and Guarantees.
9. Adopted resolution on election of one additional member to the Board of Directors.
Board of directors 2009/7/16 1. Adopted resolution on the date of record for the distribution of dividends as well as the date of the capital increase, and the close
meeting period for share transfer.
Board of directors
2009/7/31 1. Adopted resolution for repurchasing of the Company's shares and cancellation of such shares.
meeting
Board of directors 2009/9/14 1. Adopted resolution on Taipei R&D headquarters building total construction budget.
meeting 2. Adopted resolution 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.
Board of directors 2009/11/7 1. Adopted resolution for registering a change of share status to write-off 7,085,000 shares of Company's treasury stock and setting the record
meeting date for the reduction of paid-up capital.
2. Adopted resolution for Company's restructuring of overseas subsidiaries with regard to the investment framework in the U.S.
Year 2010
Board of directors 2010/1/26 1. Adopted resolution on setting aside Company's 2010 dividend for employees.
meeting 2. Adopted resolution to convene the 2010 Annual General Shareholders Meeting, meeting date, time, and place, the submission period and
place for shareholders' proposals, the quota of independent directors, and the submission period and place for shareholders' nominations.
3. Adopted resolution to promote Fred Liu to Corporate Senior Executive Vice President and President of Engineering and Operations.
Board of directors 2010/2/9 1. Adopted resolution for repurchasing of the Corporation's shares and cancellation of such shares.
meeting
Board of directors 2010/3/22 1. Adopted resolution for registering a change of share status to write-off 15,000,000 shares of Company's treasury stock and setting the record date
meeting for the reduction of paid-up capital.
Board of directors 2010/4/28 1. Adopted resolution for Fiscal 2009 earnings distribution proposal
meeting 2. Adopted resolution for capital increase through retained earnings and employee bonuses and issuance of new shares.
3. Adopted resolution to amend the agenda for convening the 2010 Annual General Shareholders' Meeting of the Company.
4. Adopted resolution to entirely convert Company's shares to dematerialized form.
Note:1. Acting pursuant to resolutions adopted at the 2009 regular shareholders meeting regarding the earnings distribution proposal and the earnings capitalization proposal, HTC completed the following actions in
2009: an amendment registration to reflect its capitalization of earnings; distributions of cash and stock dividends; and distributions of employee bonus shares and cash bonuses.
Note: 2. Acting pursuant to a resolution adopted at the 2009 regular shareholders meeting regarding the proposal to amend the HTC Articles of Incorporation and elect one additional member to the Board of Directors,
HTC has completed an amendment registration with the Ministry of Economic Affairs.
10. Where, during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, a director or
supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting
opinion has been recorded or prepared as a written declaration, disclose the principal content thereof:
None
7. The section on the state of implementation of the company's internal control system shall furnish the following:
> A Statement on Internal Control.
HTC CORPORATION INTERNAL CONTROL SYSTEM STATEMENT
Date: 1/26/2010
The Company states the following with regard to its internal control system for 2009, based on the findings of a self-evaluation:
1. The Company is fully aware that establishing, operating, and main-
taining an internal control system are the responsibility of its Board
of Directors and management. The Company has established such
a system aimed at providing reasonable assurance of the achieve-
ment of objectives in the effectiveness and efficiency of operations
(including profits, performance, and safeguard of asset security),
reliability of financial reporting, and compliance with applicable
laws and regulations.
2. An internal control system has inherent limitations. No matter how
perfectly designed, an effective internal control system can provide
only reasonable assurance of accomplishing the three goals men-
tioned above. Furthermore, the effectiveness of an internal control
system may change along with changes in environment or circum-
stances. The internal control system of the Company contains self-
monitoring mechanisms, however, and the Company takes correc-
tive actions as soon as a deficiency is identified.
3. The Company judges the design and operating effectiveness of its
internal control system based on the criteria provided in the
Regulations Governing the Establishment of Internal Control
Systems by Public Companies promulgated by the Financial
Supervisory Commission, Executive Yuan (hereinbelow, the
"Regulations"). The internal control system judgment criteria adopt-
ed by the Regulations divide internal control into five elements
based on the process of management control: 1. control environ-
ment 2. risk assessment and feedback 3. control activities 4. infor-
mation and communications 5. monitoring. Each element further
contains several items. Please refer to the Regulations for details.
4. The Company has evaluated the design and operating effectiveness
of its internal control system according to the aforesaid criteria.
5. Based on the findings of the evaluation mentioned as of
12/31/2009, the Company believes that during the stated time peri-
od its internal control system (including its supervision of sub-
sidiaries), encompassing internal controls for knowledge of the
degree of achievement of operational effectiveness and efficiency
objectives, reliability of financial reporting, and compliance with
applicable laws and regulations, was effectively designed and oper-
ating, and reasonably assured the achievement of the above-stated
objectives.
6. This Statement will become a major part of the content of the
Company's Annual Report and Prospectus, and will be made pub-
lic. Any falsehood, concealment, or other illegality in the content
made public will entail legal liability under Articles 20, 32, 171, and
174 of the Securities and Exchange Law.
7. This statement has been passed by the Board of Directors Meeting
of the Company held on 1/26/2010, where all of the six attending
directors affirmed the content of this Statement.
HTC Corporation Chairman: Cher Wang President: Peter Chou
>Where a CPA has been hired to carry out a special audit of the internal control system, furnish the CPA audit report:
None
8. For the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, disclose any sanctions
imposed in accordance with the law upon the company or its internal personnel, any sanctions imposed by the company upon its internal
personnel for violations of internal control system provisions, principal deficiencies, and the state of any efforts to make improvements:
None