HTC 2010 Annual Report Download - page 32

62 2 0 1 0 H T C A N N U A L R E P O R T 63
Corporate Governance
(10) For the most recent fiscal year and during the current fiscal year up to the date of
printing of this annual report, there were no sanctions imposed upon the Company or
its internal personnel.
(11) Material Resolutions of the 2010 Shareholders Meeting and Board of Directors Meetings
during the most recent fiscal year and the current fiscal year up to the date of printing
of this annual report.
Item Date Material resolutions Note
Year 2010
Board of
directors
meeting
2010.01.26
1. Adopted resolution on setting aside Company's 2010 dividend for employees.
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
meeting
2010.02.09
1. Adopted resolution for repurchase of the Corporation's shares and cancellation of such shares.
Board of
directors
meeting
2010.03.22
1. Adopted resolution for registering a change of share status to write-o 15,000,000 shares of Company's treasury stock
and setting the record date for the reduction of paid-up capital.
Board of
directors
meeting
2010.04.28
1. Adopted resolution for Fiscal 2009 earnings distribution proposal
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.
Shareholders
meeting 2010.06.18
1. Adoption of the Fiscal 2009 Business Report and Financial Statements.
2. Adoption of the Fiscal 2009 Earnings Distribution Proposal.
3. Adopted resolution to allocate earnings and employee bonuses to a capital increase and issuance of new shares.
4. Adopted resolution to partially amend the Articles of Incorporation.
5. Adopted resolution to partially amend the Company's Procedures for the Acquisition or Disposal of Assets.
6. Adopted resolution to partially amend the Company's Rules for Endorsements and Guarantees.
7. Adopted resolution to partially amend the Company's Operational Procedures for Lending Funds to Others.
8. Adopted resolution to hold the re-election of Directors and Supervisors according to Article 13 of the amended Articles
of Incorporation.
9. Adopted resolution to remove the limitation on directors for non-competition.
Please refer to
the notes for an
execution
summary of the
material
resolutions of
the shareholders
meeting
Board of
directors
meeting
2010.07.11
1. Adopted resolution on a date of record for the distribution of dividends as well as the dates of the capital increase, the
closing period for the share transfer and the delivery date of cash dividends.
2. Adopted resolution for the repurchase of the Company's shares and transfer of such shares to employees.
Board of
directors
meeting
2010.07.28
1. Adopted resolution for Company's subsidiary in the UK, HTC Europe Co., Ltd., to purchase an oce building.
Board of
directors
meeting
2010.10.29
1. Adopted resolution on the revised budget for Company's subsidiary in the UK, HTC Europe Co., Ltd., to purchase an
oce building.
2. Adopted resolution on the budget for the oce building construction plan in Taoyuan.
3. Adopted resolution for the repurchase of the Company's shares and transfer of such shares to employees.
4. Adopted resolution for the repurchase of the Company's shares and cancellation of such shares.
Board of
directors
meeting
2010.11.22
1. Adopted resolution to acquire real property from a related party, VIA Technologies, Inc.
Board of
directors
meeting
2010.12.22
1. Adopted resolution for replacement of Company's Chief Financial Ocer and Spokesperson.
Year 2011
Board of
directors
meeting
2011.01.21
1. Adopted resolution to convene the 2011 Annual General Shareholders Meeting, meeting date, time, and place, the
submission period and place for shareholders' proposals.
2. Adopted resolution for the capital expenditure and the capital injection in the subsidiary HTC Electronics (Shanghai) Co.,
Ltd.
Board of
directors
meeting
2011.03.17
1. Adopted resolution for the adjusted budget for the oce building construction plan in Taoyuan.
Board of
directors
meeting
2011.04.30
1. Adopted resolution for Fiscal 2010 earnings distribution proposal.
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 2011 Annual General Shareholders´ Meeting of the
Company.
4. Adopted resolution for the acquisition of 8 lots of land (lot number 1896 et al, etc.) located in Taoyuan City, Dashulin
Section adjacent to the Taoyuan headquarters.
5. Adopted resolution for the replacement of Company's Spokesperson.
6. Adopted resolution for the resignation of Company's Internal Audit Ocer.
7. Adopted resolution for the subsidiary in the US to purchase land and construct an oce building. Resolution resolved
to authorize the Chairperson and a specific person appointed by the Chairperson to execute and process the relevant
details of the land purchase and oce building construction within a budget authorized by the board of directors.
Note:1. Acting pursuant to resolutions adopted at the 2010 regular shareholders meeting regarding the earnings distribution proposal and the earnings capitalization proposal, HTC
completed the following actions in 2010: 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 2010 regular shareholders meeting regarding the proposal to amend the HTC Articles of Incorporation, HTC has completed an
amendment registration with the Ministry of Economic Aairs.
(12) Where, during the most recent fiscal year and current fiscal year up to the date of
printing of this annual report, no Director or Supervisor has expressed a dissenting
opinion with respect to a material resolution passed by the board of directors.
(13) Summary of Resignations and Dismissals:
Item Resolution
Type of personnel change Principal Financial Ocer Internal Audit Ocer
Eective date 2011/1/1 2011.04.30
Name and title of the replaced person Hui-Ming Cheng , Chief Financial Ocer & Spokesman Vincent Tseng, Internal Audit
Director
Name and title of the replacement Winston Yung, Chief Financial Ocer Under process of appointment
Reason for the change Position adjustment due to Hui-Ming Cheng's retirement and transfer to become an
advisor to the Board of Directors.
Resigned due to personal
career planning
III. Information On CPA Professional Fees:
1. Scale of CPA professional fees
Accounting Firm Name of CPA Audit Period Note
Deloitte & Touche Ming-Hsien, Yang
Tze-Chun, Wang
Years Ended December 31, 2010
Scale of Fee
Item
Audit Fee Non-Audit Fee Total Fee
1 Under NT$ 2,000,000
2 NT$ 2,000,000 ～NT$ 4,000,000
3 NT$ 4,000,000 ～NT$ 6,000,000
4 NT$ 6,000,000 ～NT$ 8,000,000
5 NT$ 8,000,000 ～NT$ 10,000,000 V
6 Over NT$ 10,000,000 V V
2. Information on CPA professional fees
(1) The amounts of both audit and non-audit fees as well as details of non-audit services are disclosed as follows:
Unit: NT$ thousands
Accounting Firm Name of CPA Audit Fee
Non-Audit Fee
CPA's Audit Period Note
System
Design
Company
Registration
Human
Resource
Others
(note) Subtotal
Deloitte & Touche Ming-Hsien Yang,
Tze-Chun Wang 9,840 - 150 - 10,422 10,572 Years Ended December 31,2010
Transfer pricing report, international tax
consultation, review of shareholders'
meeting annual report and CPA opinion
on earnings capitalization.
(2) The company does not change its accounting firm.
(3) Audit fees paid by the company for the current year are not lower than those for the previous fiscal year by 15
percent or more.