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50 2 0 1 0 H T C A N N U A L R E P O R T 51
Corporate Governance
Note 1: Directors' compensation in the most recent fiscal year (including salary, allowances, severance pay, and various awards and bonuses)
Note 2: The amount proposed for distribution to Directors as compensation, as passed by the Board of Directors prior to the Shareholders' Meeting for the most recent fiscal year's earnings
distribution proposal.
Note 3: Expenses relating to business execution by Directors in the most recent fiscal year (includes transportation allowances, special allowances, various subsidies, accommodations, and personal
cars).
Note 4: All salary, allowances, severance pay, various bonuses, cash rewards, transportation allowances, special allowances, various material benefits, accommodations, and personal cars received
by Directors concurrently serving as employees (including those concurrently serving as General Manager, Assistant General Manager, or other managerial ocers and employees) in the
preceding fiscal year.
Note 5: Planned amount of employee bonuses approved for distribution by the Board of Directors prior to the Shareholders' Meeting for the current year's earnings distribution proposal when
Directors concurrently serving as employees (including those concurrently serving as General Manager, Assistant General Manager, or other managerial ocers or employees) received
employee bonuses (including stock and cash bonuses) in the most recent fiscal year. If the amount cannot be estimated, employee bonus for this year will be calculated based on last year's
actual distribution ratio.
Note 6: Number of shares represented by employee stock warrants (not including the portion already exercised) received by Directors concurrently serving as employees (including those
concurrently serving as General Manager, Assistant General Manager, or other managerial ocers or employees) up to the date of printing of this annual report.
Note 7: The 2010 net income NT$ 39,533,600 thousand (Financial Statements), NT$ 39,514,844 thousand (Consolidated Financial Statements).
Note 8: Total amount of all remunerations paid to Directors by all consolidated entities (including HTC).
Note 9: Remunerations refer to salary, compensation, employee bonuses, and allowances relating to the conduct of business received by Directors in their capacity as Director, Supervisor, or
managerial ocer of a non-subsidiary aliate.
Compensation information disclosed in this statement diers from the concept of income under the Income Tax Act. This statement is intended to provide information disclosure and not tax-
related information.
Remuneration paid to Directors
Scale of remunerations to Directors of the
Company
Name
Total Remuneration (A+B+C+D) Total Remuneration (A+B+C+D+E+F+G)
HTC All Consolidated Entities I HTC All Consolidated Entities J
Under NT$ 2,000,000
Cher Wang, HT Cho, Wen-Chi Chen Cher Wang, HT Cho, Wen-Chi Chen Cher Wang, HT Cho, Wen-Chi Chen Cher Wang, HT Cho, Wen-Chi Chen
NT$ 2,000,000
~
NT$ 5,000,000
Tan Ho-Chen, Chen-Kuo Lin Tan Ho-Chen, Chen-Kuo Lin Tan Ho-Chen, Chen-Kuo Lin Tan Ho-Chen, Chen-Kuo Lin
NT$ 5,000,000 ~ NT$ 10,000,000 Josef Felder Josef Felder Josef Felder Josef Felder
NT$ 10,000,000 ~ NT$ 15,000,000 - - - -
NT$ 15,000,000 ~ NT$ 30,000,000 - - - -
NT$ 30,000,000 ~ NT$ 50,000,000 - - - -
NT$ 50,000,000 ~ NT$ 100,000,000 - - - -
Over NT$ 100,000,000 - - - -
Total
6
666
2. Remuneration paid to Supervisors
2010 ; Unit : thousand shares ; NT$ thousands
Title Name
Remuneration paid to Supervisors
Total Remuneration
(A+B+C+D) as a percentage
of net income(%)(note 4)
Compensation
paid to Supervisors
from non-
subsidiary aliates
(note 6)
Salary (A)(note 1)
Retirement pay (B)
Compensation from profit
sharing (C)(note 2)
Allowance (D)
(note 3)
HTC
All Consolidated
Entities(note 5)
HTC
All Consolidated
Entities(note 5)
HTC
All Consolidated
Entities(note 5)
HTC
All Consolidated
Entities(note 5)
HTC
All Consolidated
Entities(note 5)
Superviso Caleb Ou-Yang
3
,597
3
,597 0 0
0 0 3 3 0.01% 0.01% None
Superviso Way-Chih
Investment Co., Ltd.
Representative:
Shao-Lun Lee
Superviso
Po-Cheng Ko
(Note 7)
Note 1: Supervisors' compensation in the most recent fiscal year (including salary, allowances, severance pay, and various awards and bonuses)
Note 2: The amount proposed for distribution to Supervisors as compensation, as passed by the Board of Directors prior to the Shareholders' Meeting for the most recent fiscal year's earnings
distribution proposal.
Note 3: Expenses relating to business execution by Supervisors in the most recent fiscal year (includes transportation allowances, special allowances, various subsidies, accommodations, and
personal cars).
Note 4: The 2010 net income NT$ 39,533,600 thousand (Financial Statements), NT$ 39,514,844 thousand (Consolidated Financial Statements).
Note 5: The total amount of all remunerations paid to Supervisors by all consolidated entities (including HTC).
Note 6: Remunerations refer to salary, compensation, employee bonuses, and allowances relating to the conduct of business received by Supervisors in their capacity as Director, Supervisor, or
managerial ocer of a non-subsidiary aliate.
Note 7: Po-Cheng Ko resigned on 20 April 2011.
Compensation information disclosed in this statement diers from the concept of income under the Income Tax Act. This statement is intended to provide information disclosure and not tax-
related information.
Remuneration paid to Supervisors
Scale of remunerations to Supervisors of
the Company
Name
Total Remuneration (A+B+C+D)
HTC All Consolidated Entities
Under NT$ 2,000,000 Way-Chih Investment Co., Ltd. , Shao-Lun Lee , Caleb Ou-Yang Way-Chih Investment Co., Ltd. , Shao-Lun Lee , Caleb Ou-Yang
NT$ 2,000,000 ~ NT$ 5,000,000 Po-Cheng Ko Po-Cheng Ko
NT$ 5,000,000
~
NT$ 10,000,000 - -
NT$ 10,000,000
~
NT$ 15,000,000
-
-
NT$ 15,000,000
~
NT$ 30,000,000
-
-
NT$ 30,000,000
~
NT$ 50,000,000
-
-
NT$ 50,000,000 ~ NT$ 100,000,000
-
-
Over NT$ 100,000,000
-
-
Total
3
3
3. Remuneration paid to General Manager and Assistant General Managers
2010 ; Unit : thousand shares ; NT$ thousands
Title Name
Salary (A)
note 1
Retirement pay (B)
note 2
Bonus & Perquisite (C)
note 3
Employee profit sharing (D)
note 4
Total Remuneration
(A+B+C+D) as a percentage
of net income(%)note 6
Exercisable Employee
Stock Optionsnote 5
Compensation
paid to President
& Vice Presidents
from non-
subsidiary
aliates (note 8)
HTC
All Consolidated
Entities (note 7)
HTC
All Consolidated
Entities (note 7)
HTC
All Consolidated
Entities (note 7)
HTC
All Consolidated
Entities (note 7)
HTC
All Consolidated
Entities (note 7)
HTC
All Consolidated
Entities (note 7)
Cash Stock Cash Stock
Chief Executive
Ocer & President Peter Chou
60,741.89 92,314.42 2,233.48 25,831.27 216,618.14 300,733.61
Estimated
number
475,148.55
Estimated
number
558,499.97
Estimated
number
475,148.55
Estimated
number
634,610.97
3.32.% 3.87% 0 0 None
Corporate Senior
Executive Vice
President &
President of
Engineering and
Operation
Fred Liu
Chief Operating
Ocer
(Note 9)
Matthew
Vincent
Costello
Chief Engineering
Ocer David Chen
Chief Marketing
Ocer John Wang
Chief Product
Ocer
(Note 10)
Kouji A.
Kodera
Chief Strategy
Ocer
(Note 11)
Ronald Allen
Louks
Chief Information
Ocer Eric Chou
General Counsel Grace Lei
Vice President CS Wang
Vice President
(Note 12) Georges
Boulloy
Vice President Lotus Chen
Vice President Simon Hsieh
Vice President Simon Lin
Vice President WH Liu
Associate Vice
President Jim Lin
Associate Vice
President Ralph Wang
Associate Vice
President Steve Wang
Associate Vice
President
(Note 13)
Thomas
Chien
Associate Vice
President James Chen
Associate Vice
President
Edward
Wang
President-North
America & Latin
America
Jason
Mackenzie
President -EMEA
Region Florian
Seiche
Vice President,
APAC Jack Tong
Chief Financial
Ocer &
Spokesman
(Note 14)
Hui-Ming
Cheng
Executive Vice
President
(Note 15)
Jason Juang
Chief Innovation
Ocer
(Note 16)
Horace Luke
Vice President
(Note 17) Cli
Chiang
Vice President
(Note 18) David Wang
Associate Vice
President
(Note 19)
Andy
Chen
Associate Vice
President
(Note 20)
Cli Chou
Note 1: General Manager and Assistant General Managers' compensations in the most recent fiscal year include salary, allowances, and severance pay.
Note 2: Pensions funded according to applicable law.
Note 3:
Various awards, bonuses, transportation allowances, special allowances, various subsidies, accommodations, and personal cars by General Manager and Assistant General Managers in the most recent fiscal year.
Note 4: The amount proposed for distribution to General Manager and Assistant General Managers as employee bonus (including stock and cash bonuses). Estimated amounts of 2010 employee bonus are calculated
based on 2009 actual distribution ratio; distribution list for 2010 has not been decided yet.
Note 5:
Number of shares represented by employee stock warrants (not including the portion already exercised) received by General Manager and Assistant General Managers up to the date of printing of this annual report.
Note 6: The 2010 net income NT$ 39,533,600 thousand (Financial Statements), NT$ 39,514,844 thousand (Consolidated Financial Statements).
Note 7: Total amount of all remunerations paid to General Manager and Assistant General Managers by all consolidated entities (including HTC).
Note 8: Remunerations refer to salary, compensation, employee bonuses, and allowances relating to the conduct of business received by General Manager and Assistant General Managers in their capacity as Director,
Supervisor, or managerial ocer of a non-subsidiary aliate.
Note 9: Matthew Vincent Costello joined HTC on 1 November 2010.
Note 10: Kouji A. Kodera joined HTC on 3 May 2010.
Note 11: Ronald Allen Louks joined HTC on 3 May 2010.