HTC 2012 Annual Report Download - page 24

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3. Board of Supervisor Proceedings
Meetings of the Board of Supervisors take place every quarter, at which
financial, legal, internal audit and other issues are reported. Issues reviewed
by supervisors and certified public accountants include risk management,
intercompany transactions, changes in accounting policies, assessments of
IPR infringement risk, and reasonableness of provision and accrual items to
be presented on financial reports.
4. Disclosure of Information & Financial Forecasts
HTC has been working diligently to enhance the timeliness and transparency
of financial disclosures. In addition to online disclosure of important data
related to HTC's business in accordance with regulations, quarterly earnings
calls are held for investors every quarter, at which revenue, margin and
expense forecasts are provided. Investor teleconferences are also held to
keep investors updated on the latest business operations.
Apart from regular disclosures, HTC also participates actively in investor
forums and conferences in Taiwan and overseas as well as proactively visits
major investment houses and investors to enhance communication with the
investment community.
5. Stable Dividend Policies
HTC maintains stable dividend policies. Factors considered in determining
dividend distributions include current and future investment environments,
capital needs, domestic and international competition, and budgetary
considerations. Shareholder interests and the balance between dividend
distributions vs. longer-term financial planning are also considered. The
Board of Directors, in accordance with regulations, sets a distribution plan
each year for submission to shareholders.
R&D Expenditures in Recent Years
Unit: NT$ millions
2012 2011 2013 Q1
Worldwide R&D Expenditures 15,490 16,295 3,168
As a Percentage of Worldwide Revenue 5.4% 3.4% 7.4%
Corporate Governance
HTC is committed to implementing good governance, effective risk
management and information transparency. HTC policies related to these
corporate governance are explained further below:
1. Independent Director Positions Created
In accordance with the Securities and Exchange Law, HTC elected two
independent directors at its board re-elections in 2010, in order to strengthen
the independence and functions of Directors and enhance the operational
effectiveness of the Board.
2. Remuneration Committee Created
In compliance with the "Regulations Governing the Appointment and
Exercise of Powers by the Remuneration Committee of a Company whose
stock is listed on the Stock Exchange or Traded Over-the-Counter" as per
Letter No.1000009747 issued by the Financial Supervisory Commission of the
Executive Yuan on March 18, 2011, the Board of Directors resolved to adopt
the Company's Compensation Committee Charter and appoint Independent
Director Mr. Chen-Kuo Lin; Director Mr. HT Cho and independent
professional advisor Mr. Harvey Chang to the Company's Compensation
Committee on December 22, 2011. The official functions of the Committee
are to professionally and objectively evaluate the policies and systems for
the compensation of HTC directors, supervisors, and managers, and submit
recommendations to the Board of Directors for its reference in decision
making.
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