HTC 2012 Annual Report Download - page 37

(2) Other information disclosure
channels (e.g., maintaining
an English-language website,
appointing responsible
people to handle information
collection and disclosure,
appointing spokespersons,
webcasting investors
conference)
˙HTC has English and Chinese investor relations websites. Dedicated
personnel have been assigned to collect and update information to
websites. Chief Financial Officer Chialin Chang has been appointed
spokesperson and a spokesperson email address has been
established. An investors conference is convened online each quarter.
Recording and presentation are posted on the company website after
the conference.
None
5. Operation of the Company's
Nomination Committee, or other
functional committees of the
Board of Directors
˙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.
None
6. In 2008, HTC adopted the "Guidelines for Corporate Governance". Its provisions are based on the Corporate Governance Best-
Practice Principles for TSEC/GTSM Listed Companies, and were drafted with reference to the corporate governance practices
of companies in Taiwan and abroad with outstanding records in that area. Its purpose is to ensure that the Board has the
authority to independently supervise corporate operations and to make all decisions necessary to fulfill its responsibilities to
shareholders and society.
7. Other important information helpful to understanding HTC's corporate governance practices:
(1) Employee rights and interests and employee care
  ˙HTC's employee code of conduct provides rules and guidelines for employees to follow when involved in company
operations. All employees of the company and its branches and subsidiaries, regardless of their position, level,
or location, need to abide by this code of conduct. Any unlawful conduct, either at the company or otherwise is
prohibited.
  ˙HTC is committed to providing a safe and healthy work environment, to respecting individuals and offering fair equality
of opportunity, and to protecting company assets and personal information.
  ˙In Relations with Customers and Suppliers, HTC commits to maintaining long-term relationships on a fair and
reasonable basis in order to create win-win partner relationships. In the Conflicts of Interest section, HTC provides
principles of conduct to guide employees.
  ˙HTC's hiring policies comply with the relevant laws and regulations and provide fair opportunities to applicants. Hiring
decisions are based on HTC's operational needs, nature of the work, and applicants' abilities. Fair opportunities are
provided to both applicants and employees. There will be absolutely no discrimination on the basis of nonwork-related
factors, such as race, skin color, social position, language, belief, religion, political attillation, family origin, gender, sexual
orientation, marital status, appearance, facial features, mental or physical disabilities, previous union affiliation, or any
other factor protected by government order.
  ˙HTC management adheres firmly to the principles of respect for the individual, good faith, and responsibility. These
principles are applied (but not limited) to recruitment, hiring, training, promotion, pay scales, benefits, transfers, and
community activities.
  ˙HTC is committed to providing employees with a working environment free of discrimination or harassment (including
sexual harassment). Any form of speech or conduct intended to incite hatred, conduct which could lead to accidental
injury, or discrimination, will be immediately reported to the responsible department for investigation and punishment.
  ˙In addition to complying with legal requirements, HTC respects the privacy of its employees and protects their
personal information, and never arbitrarily discloses personal data of employees. Employees are also expected to abide
by this principle in their interactions, and to avoid discussing private matters or secret information of others (including
but not limited to salary and bonus information).
3. The State of the Company's Implementation of Corporate Governance, departures of
such implementation from The Corporate Governance Best-Practice Principles for TSEC/
GTSM Listed Companies, and reasons for departures.
Item Implementation Status Reason for Non-
implementation
1. Shareholding structure &
Shareholders' Rights
(1) Method of handling
shareholder suggestions or
complaints
˙To protect shareholders' interests, HTC has appointed spokesperson
and acting spokesperson to properly handle any questions,
suggestions, or disputes involving shareholders.
None
(2) The Company's understanding
of major shareholders and the
ultimate owners of these major
shareholders
˙The Company has a good understanding of its major shareholders
through shareholder registers provided by stock agents at book
closures. HTC also provides information regularly on pledges and the
increase and decrease in shareholdings of shareholders with a more
than 10% stake in the company.
None
(3) Risk management mechanism
and "firewalls" between the
Company and its affiliates
˙The division of responsibilities between HTC and its affiliates with
respect to management of personnel, resources, and finances is clear.
Risk assessments are rigorously performed and appropriate firewalls
have been established. HTC conducts business with affiliates based
on the principles of fairness and reasonableness and fully observe
the operating Procedures for transactions with Specific Companies,
Enterprise Groups and Related Parties and other related regulations.
Terms and conditions, pricing, and payment methods are clearly
prescribed in contracts to avoid non-arms-length transactions and
financial tunneling. When it is necessary to eliminate non-competition
restrictions on directors and managerial officers, requests are duly
submitted to the Shareholders' Meeting and Board for approval.
None
2. Composition and Responsibilities
of the Board of Directors
(1) Independent Directors ˙At the end-of-term elections for Directors and Supervisors at the
2010 ordinary Shareholders' Meeting, HTC elected two Independent
Directors in accordance with the provisions of the Securities and
Exchange Act; the number of Independent Directors exceeds one-
fifth of the total number of Directors.
None
(2) Regular evaluation of external
auditors' independence
˙In 2008, HTC started to have its Supervisors review the independence
of CPAs on an annual basis. Prior to submitting a proposal to change
CPA to the Board, the CPA will be interviewed and his credentials
reviewed by the Supervisors to assess his independence.
None
3. Communication with stakeholders ˙HTC provides detailed contact information, including telephone
numbers and email addresses, in the "contact us" section of its
corporate website. We also have personnel in place to exclusively
deal with messages to the spokesperson and investor mailboxes so
that various interested parties will have channels to communicate
with HTC.
None
4. Information Disclosure
(1) Establishment of a corporate
website to disclose information
regarding the Company's
financials, business and
corporate governance
˙HTC has both Chinese and English websites. Investor information
pages provide information on financial and business issues and
corporate governance, while product information pages provide
information relating to our products and services.
None
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