HTC 2011 Annual Report Download - page 36

Appendix 2: Continuous Education/Training of Management Team
Title Name Date of
Training Organization Training Hours Notes
Chief Executive Officer &
President Peter Chou 2011.10.28 Taiwan Corporate Governance Association (TCGA) Compensation
Committee 3
President of Engineering and
Operations Fred Liu 2011.10.28 Taiwan Corporate Governance Association (TCGA) Compensation Committee 3
General Counsel Grace Lei 2011.10.28 Taiwan Corporate Governance Association (TCGA) Compensation
Committee 3
Associate Vice President James Chen 2011.10.28 Taiwan Corporate Governance Association (TCGA) Compensation
Committee 3
Chief Financial Officer Winston Yung 2011.10.28 Taiwan Corporate Governance Association (TCGA) Compensation
Committee 3
Resigned
on 16 April
2012.
Appendix 3: Directors, Supervisors and Key Personnel Liability Insurance
No Insured Object Insurance Company Insured Amount (NT$) Insurance period Notes
1All Directors and
Supervisors
Fubon Insurance Co., Ltd. (Insureds include HTC-
appointed juristic person directors' representatives at
investee companies and key personnel)
1,059,765,000 From：2010.03.15
To：2011.03.15
Insured Amount
US$: 35,000,000
2All Directors and
Supervisors
Fubon Insurance Co., Ltd. (Insureds include HTC-
appointed juristic person directors' representatives at
investee companies and key personnel)
1,059,765,000 From：2011.03.15
To：2012.03.15
Insured Amount
US$: 35,000,000
(4) Formation, scope of duties and operation of the Compensation Committee
HTC has duly formulated the Compensation Committee Charter, under which appointing Independent Director Mr. Chen-Kuo Lin,
Director Mr. HT Cho and independent professional advisor Mr. Harvey Chang to the Compensation Committee. The Committee
shall exercise the care of a good administrator to faithfully perform the following functions and present its recommendations to
the board of directors for discussion:
1. Periodically review the Compensation Committee Charter and propose suggestions for amendments.
2. Prescribe and periodically review the policies, systems, standards, and structure for the annual and long-term performance
goals and compensation of HTC directors, supervisors, and managers.
3. Periodically assess the status of achievement of performance goals of HTC directors, supervisors, and managers, and set the
content and amounts of their individual compensation.
Since 2012, the committee has conducted three meetings to review, guide and supervise HTC’s compensation policies, systems,
standards and structure, including Base Pay, Short-term Incentive plan and Long-term Incentive plan. The committee has
scheduled the regular meetings for the rest of year 2012 to further review, supervise and recommend the payment of individual
compensation for approval by the board of directors.
Item Implementation Status
Reason for
Non-
implementation
• HTC's management of potential risk associated with promotion of its global brand is
explained below:
1. Exchange rate risk: Foreign exchange movements are monitored and managed / hedged
by dedicated personnel. Reserves for on-book liabilities are valued at the exchange
rate on the balance sheet date, reducing as much as possible the effects of currency
fluctuations on HTC's business and finances.
2. Receivables risk: Receivables risk is managed effectively by the finance department to
ensure receivables quality and lower the risk of bad debt.
3. Management of idle inventory: In addition to enhancing supplier management and
demand forecast, idle inventory is attended to early and reserves for loss taken in an
appropriate manner.
4. Global tax risk: To comply with global tax compliance, our company engaged with
international tax advisory for periodical review.
5. Product design quality: To ensure quality of design, HTC has established a department for
design quality, which is exclusively responsible for control and management of quality in
hardware and software, product safety, and conformance with environmental regulations
around the world. The department provides a complete range of product testing and
certification.
(6) Status of customer-protection
policy implementation:
• HTC strictly abides by the contracts it signs with customers to protect consumer rights and
interests. Regular deliberation on and assessment of the Product Warranty Reserve for
after-sales services ensures that allocations made to such reserves are reasonably sufficient
and warranty responsibilities of the Company are adequately expressed.
(7) Liability insurance provided
by HTC to Directors and
Supervisors:
• HTC amended its Articles of Incorporation by passage of a resolution at the 2006 ordinary
Shareholders' Meeting. Article 16 of the amended Articles of Incorporation provides that the
company may acquire liability insurance for all Directors and Supervisors throughout their
term, within the scope of the indemnity liability they bear under the law in connection with
their business responsibilities. Currently, HTC has purchased Liability Insurance for Directors,
Supervisors, and key personnel (please see Appendix 3 for details),thereby transferring the
risk arising from negligence or erroneous or improper conduct by Directors, Supervisors, or
key personnel and enhancing the soundness of company management.
8. If the Company has a self corporate
governance evaluation or has
authorized any other professional
organization to conduct such an
evaluation, the evaluation results,
major deficiencies or suggestions,
and improvements are stated as
follows:
• As of 2011, HTC has not yet issued any corporate governance self-assessment report or
engaged any other professional institute to perform a corporate governance assessment.
It has become a member of the ROC's Corporate Governance Association (CGA). Regular
participation of its Directors, Supervisors, and management-level personnel in the
CGA's Directors and Supervisors Association provides opportunities for exchanges with
government, business, and academia on topics such as enterprise orientation, strategy
development, operations and management, and financial,legal, and corporate governance
issues, thereby strengthening HTC's enterprise management and corporate governance.
(Concluded)
Appendix 1: Continuous Education/Training of Directors and Supervisors
Title Name Date of Training Organization Training Hours Notes
From To
Chairman Cher Wang 2011.10.28 2011.10.28 Taiwan Corporate Governance Association (TCGA) Compensation
Committee 3
Director Wen-Chi Chen 2011.10.28 2011.10.28 Taiwan Corporate Governance Association (TCGA) Compensation
Committee 3
Director HT Cho 2011.10.28 2011.10.28 Taiwan Corporate Governance Association (TCGA) Compensation
Committee 3
Director Tan Ho-Chen
2011.08.26 2011.08.26 Taiwan Corporate Governance Association (TCGA)
Compensation
Committee and
Corporate
Governance
3
2011.10.28 2011.10.28 Taiwan Corporate Governance Association (TCGA) Compensation
Committee 3
Director David Bruce Yoffie 2011.10.28 2011.10.28 Taiwan Corporate Governance Association (TCGA) Compensation
Committee 3Joined HTC on 15
June 2011.
Independent
Director Chen-Kuo Lin
2011.10.14 2011.10.14 Taiwan Corporate Governance Association (TCGA)
Setup and
operation
practices of
Compensation
Committee
3
2011.10.28 2011.10.28 Taiwan Corporate Governance Association (TCGA) Compensation
Committee 3
Independent
Director Josef Felder 2011.10.28 2011.10.28 Taiwan Corporate Governance Association (TCGA) Compensation
Committee 3
Juristic Person
Supervisor:
Representative
Shao-Lun Lee 2011.10.28 2011.10.28 Taiwan Corporate Governance Association (TCGA) Compensation
Committee 3
Supervisor Huang-Chieh Chu 2011.10.28 2011.10.28 Taiwan Corporate Governance Association (TCGA) Compensation
Committee 3Joined HTC on 15
June 2011.
4
CORPORATE GOVERNANCE
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4
CORPORATE GOVERNANCE
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