HTC 2011 Annual Report Download - page 39

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(2) The company does not change its accounting firm.
(3) Audit fees paid for the current year are not lower than those for the previous fiscal year by 15 percent
or more.
4. The company dos not replace its certified public accountant within
the last two fiscal years or any subsequent interim period.
5. The company's Chairperson, General Manager, or any Managerial
Officer in charge of finance or accounting matters has not in the
most recent year held a position at the accounting firm of its certified
public accountant or at an affiliated enterprise of such accounting
firm.
6. Transfer of equity interests and/or pledge of or change in equity
interests by a Director, Supervisor, Managerial Officer, or shareholder
with a stake of more than 10 percent during the most recent fiscal
year and the current fiscal year up to the date of printing of this
annual report.
(1) Changes in shareholdings of Directors, Supervisors, Managers, and Major Shareholders
UnitShares
Title Name
2011 2012.01.01 - 2012.04.14
Change in quantity
of shareholding
Change in
quantity of
pledged shares
Change in
quantity of
shareholding
Change in
quantity of
pledged shares
Chairman Cher Wang 1,298,687 0 0 0
Director HT Cho 6,930(6,000) 0 0 0
Director Wen-Chi Chen 1,066,256 0 0 0
Director Tan Ho-Chen 0 0 0 0
Director (note1) David Bruce Yoffie 0 0 0 0
Independent Director Chen-Kuo Lin 0 0 0 0
Independent Director Josef Felder 76,380 0 0 0
Supervisor Way-Chih Investment Co., Ltd.
Representative: Shao-Lun Lee 2,086,632 0 0 0
Supervisor (note2) Huang-Chieh Chu 0 0 0 0
Chief Executive Officer &
President Peter Chou 483,373(180,000) 0 0 0
President of Engineering and
Operations Fred Liu 269,792(106,000) 0 0 0
President of Global Sales and
Marketing Jason Mackenzie 111,600(73,815) 0 0 0
Chief Operating Officer Matthew Costello 60,000(10,000) 0 0 0
Chief Engineering Officer David Chen 92,632(167,000) (250,000) 0 0
Chief Marketing Ocer John Wang 38,320(117,000) 0 0 0
Chief Product Officer Kouji A. Kodera 56,867(9,920) 0 0 0
General Counsel Grace Lei 42,752(22,000) 0 0 0
(Continued)
(12) Where, during the most recent fiscal year and current fiscal year up to the date of printing of this
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:
Item Date Material resolutions Opinion from the Director or Supervisor
Board of directors
meeting 2011.07.06
Adopted resolution to invest USD 100 Million in Primavera
Capital (Cayman) Fund I L.P. (Fund I) which is managed by
Primavera Capital Management Ltd. through capital increment
of HTC Investment One (BVI) Corporation.
Director David Bruce Yoffie reserved his
comments toward this proposal and abstained
from voting on this proposal by proxy.
(13) Summary of Resignations and Dismissals:
Item Resolution
Type of personnel change Principal Financial Ocer Internal Audit Officer
Dismissal date 2012.04.16 2011.04.30
Name and title of the replaced person Winston Yung, Chief Financial Ocer
and Spokesperson
Vincent Tseng, Director of Internal Audit and Organization
Optimum Division
Office date 2012.04.16 2011.12.22
Name and title of the replacement Chialin Chang, Chief Financial Officer and
Spokesperson
Ken Wang, Director of Internal Audit and Organization Optimum
Division
Reason for the change Personal position adjustment Vincent Tseng resigned due to personal career planning
3. Information on CPA professional Fees:
Scale of Information on CPA professional fees
Accounting Firm Name of CPA Audit Period Note
Deloitte & Touche Ming-Hsien Yang, Tze-Chun Wang Years Ended December 31, 2011
Item
Scale of Fee Audit Fee Non-Audit Fee Total Fee
1 Under NT$ 2,000,000
2 NT$ 2,000,000NT$ 4,000,000
3 NT$ 4,000,000NT$ 6,000,000   
4 NT$ 6,000,000NT$ 8,000,000
5 NT$ 8,000,000NT$ 10,000,000
6 Over NT$ 10,000,000      
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 10,620 - 86 - 5,570 5,656
Years
Ended
December
31, 2011
Transfer pricing report,
international tax consultation
and CPA opinion on earnings
capitalization.
4
CORPORATE GOVERNANCE
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CORPORATE GOVERNANCE
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