HTC 2012 Annual Report Download - page 39

(1) Compensation Committee members' Information
Conditions
Name
Meet one of the following professional qualification requirements,
together with at least five years work experience
Conforms to criteria for
independence (note 1)
Number of
other public
companies
concurrently
serving as an
Compensation
Committee
member
Note
An instructor
(or higher) in a
department of
commerce, law,
finance, accounting,
or other academic
departments related
to the business of the
company in a public or
private junior college,
college or university
A judge, public
prosecutor, attorney,
certified public
accountant or other
professional or technical
specialists who has
passed a national
examination and been
awarded a certificate in
a profession necessary
for the business of the
company
Have work
experience in
commerce,
law, finance,
accounting,
or other
areas
relevant to
the business
of the
company
1 2 3 4 5 6 7 8
Independent Director
Chen-Kuo Lin    1
Director
HT Cho        1 Note 2
Other, Harvey Chang   1
Note 1: Compensation Committee members, during the two years before being elected or during the term of office, meet any of the following criteria:
(1) Not an employee of the Company or any of its affiliates.
(2) Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an
independent director of the Company, its parent Company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of
the voting shares.
(3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, children of minor age, or held by the person
under others' names, in an aggregate amount of 10% or more of the total number of issued shares of the Company or ranking in the top 10 in
holdings.
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the
preceding three subparagraphs.
(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the
Company or that holds shares ranking in the top five in holdings.
(6) Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified Company or institution that has a financial or
business relationship with the Company.
(7) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, Company, or institution
that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse
thereof.
(8) Not been a person of any conditions defined in Article 30 of the Company Law.
Note 2: For within 3 years counting from the date 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 enter into force, the applicability of the Article 6, provision of
paragraph 1, subparagraph 2 regarding company directors may be exempted for no more than one-third of the compensation committee members,
and such a director may be exempted from the application of Article 6 paragraph 1, subparagraphs 1 and 5 to 7. Director HT Cho did not serve as
convener or Chairman of the Compensation Committee.
(2) The State of Operations of The Compensation Committee
1. Numbers of the Compensation Committee members: 3 persons.
2. Terms of Office of Committee Members: from 22 December 2011 to 17 June 2013. The Compensation
Committee conducted Four (A) meetings in 2012.
Title Name Addendance in Person (B) By Proxy Attendance Rate in Person(%) [B/A] Notes
Convener Chen-Kuo Lin 4 0 100%
Member HT Cho 4 0 100%
Member Harvey Chang 4 0 100%
Other matters to be included:
1. There was no suggestion recommended by the Compensation Committee not being accepted or being amended by the
Board of Directors during the preceding fiscal year.
2. There was no Compensation Committee member expressing opposition or reservation with respect to any Compensation
Committee meeting during the preceding fiscal year, and no written record or written statement of related resolutions.
5. HTC's exercise of corporate social responsibility:
Item Implementation Status
Reasons for
discrepancy with
the Corporate Social
Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies
1. Exercising corporate governance
(1) The company's adoption of
corporate social responsibility
policies and systems, and its
examination of the effectiveness of
their implementation.
HTC provides an overview of its corporate social responsibility
(hereinafter CSR) commitment on its corporate Website:
http://www.htc.com/www/about/corporate-responsibility/
The content outlines HTC's supplier code of conduct,
Environment, Health and safety policy, Greenhouse Gas
Emission reduction and energy saving. Performance is
evaluated through management review.
None
(2) The operational status of the
unit established by the company
with exclusive or concurrent
responsibility for CSR matters.
The CSR department is responsible for the planning and
implementation of HTC's CSR activities, and attends
Electronic Industry Citizenship Coalition (EICC) meetings on
behalf of HTC.
None
(3) The holding of business ethics
training sessions and provision
of guidance on related matters
on a regular basis for directors,
supervisors and employees, and
the incorporation of business ethics
into its employee performance
appraisal system to establish a clear
and effective reward and discipline
system.
HTC conducts annual training with regard to company policy,
employee code of conduct, Environment, Health and Safety
training and CSR training.
None
2. Developing a sustainable environment
(1) The status of the company's efforts
to improve its efficiency in the
utilization of all resources and the
use of recycled materials with low
environmental impact.
In 2006, HTC set up a green supply chain management
platform that provided R&D engineers the necessary product
information database in order to choose eco-friendly
materials that meet international laws, regulations, as well
as customer requirements. Through this process, we have
enhanced product reliability and created more efficiency
around certification procedures. There are two major package
materials currently in use for all HTC products: Corrugated:
85-90% recycled pulp in corrugated board, which is 100%
recyclable. Renewable: 65% Bagasse pulp and 35% Bamboo
pulp, which is 100% renewable and biodegradable. In the
event that virgin material must be used in packaging,
HTC requests vendors to obtain the Forest Stewardship
Council (FSC) or Programme for the Endorsement of Forest
Certification (PEFC) certification.
None
(Continued)
4
CORPORATE GOVERNANCE
0
7
4
4
CORPORATE GOVERNANCE
0
7
5