HTC 2012 Annual Report Download - page 43

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10. For the most recent fiscal year and during the current fiscal year up to the date of
printing of this annual report, there were no sanctions imposed upon the Company or its
internal personnel.
11. Material Resolutions of the 2012 Shareholders Meeting and Board of Directors Meetings
during the most recent fiscal year and the current fiscal year up to the date of printing of
this annual report.
Item Date Material resolutions Note
Year 2012
Board of directors
meeting 2012.02.14
1. Adopted resolution for the date, time and venue for the
Company's 2012 Annual General Shareholders' Meeting, and the
submission period and address for shareholders' proposals.
Board of directors
meeting 2012.04.16 1. Adopted resolution for change of Company's Chief Financial
Officer and Spokesperson.
Board of directors
meeting2012.04.24
1. Adopted resolution for Fiscal 2011 earnings distribution proposal.
2. Adopted resolution to amend the agenda for convening the 2012
Annual General Shareholders' Meeting of the Company.
Shareholders
meeting 2012.06.12
1. Adoption of the Fiscal 2011 Business Report and Financial
Statement.
2. Adoption of the Fiscal 2011 Earnings Distribution Proposal.
3. Adopted resolution for discussion of the proposal to amend the
Procedures for the Acquisition or Disposal of Assets.
Please refer to the note
for an execution
summary of the
material resolutions of
the shareholders meeting
Board of directors
meeting 2012.06.18
1. Adopted resolution to adopt a date of record for the distribution
of cash dividends, the closing period for the share transfer and
the delivery date for the cash dividends.
Board of directors
meeting 2012.07.19
1. Adopted resolution to authorize the Chairperson and three
directors of the Company (including an independent director)
to approve the disposal of not more than 25.5% of shares in
Beats Electronics, LLC by Company's subsidiary in the US, HTC
America Holding, Inc., to the founding members of Beats for the
transaction amount of US$150,000,000.
2. Adopted resolution to authorize the Chairperson and three
directors of the Company (including an independent director)
to approve the lending of US$225,000,000 to Beats Electronics,
LLC for the purpose of providing a one-year, short-term
financing.
Board of directors
meeting 2012.10.26
1. Adopted resolution on the adjustment of the remaining
shareholdings in Beats Electronics, LLC through the restructuring
of the investment framework by the Company's subsidiary in the
US, HTC America Holding, Inc.
Year 2013
Board of directors
meeting 2013.02.19
1. Adopted resolution for the date, time and venue for the
Company's 2013 Annual General Shareholders' Meeting, and the
submission period and address for shareholders' proposals.
Board of directors
meeting 2013.05.01 1. Adopted resolution for Fiscal 2012 earnings distribution proposal.
Note: Acting pursuant to resolutions adopted at the 2012 regular shareholders meeting regarding the earnings distribution proposal, HTC completed the
distributions of cash dividends in 2012. For the employee cash bonuses distribution, HTC prepared the employee cash bonuses distribution list per the
employee incentive and retention plan and executed accordingly.
9. The state of implementation of HTC's internal control system:
(1) Statement on Internal Control
HTC Corporation
Internal Control System Statement
Date: 02/19/2013
The Company states the following with regard to its internal control system for 2012, based on the findings of a self-evaluation:
1. The Company is fully aware that establishing, operating, and maintaining an internal control system are the responsibility
of its Board of Directors and management. The Company has established such a system aimed at providing reasonable
assurance of the achievement of objectives in the effectiveness and efficiency of operations (including profits, performance,
and safeguarding of asset security), reliability of financial reporting, and compliance with applicable laws and regulations.
2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system
can provide only reasonable assurance of accomplishing the three goals mentioned above. Furthermore, the effectiveness
of an internal control system may change along with changes in environment or circumstances. The internal control system
of the Company contains self-monitoring mechanisms, however, and the Company takes corrective actions as soon as a
deficiency is identified.
3. The Company judges the design and operating effectiveness of its internal control system based on the criteria provided in
the "Regulations Governing Establishment of Internal Control Systems by Public Companies" promulgated by the Financial
Supervisory Commission, Executive Yuan (hereafter, the "Regulations"). The internal control system judgment criteria
adopted by the Regulations divide internal control into five elements based on the process of management control: 1.
control environment 2. risk assessment 3. control activities 4. information and communications 5. monitoring. Each element
further contains several items. Please refer to the Regulations for details.
4. The Company has evaluated the design and operating effectiveness of its internal control system according to the
forementioned criteria.
5. Based on the findings of the evaluation mentioned as of 12/31/2012, the Company believes that during the stated time
period its internal control system (including its supervision of subsidiaries), encompassing internal controls for knowledge
of the degree of achievement of operational effectiveness and efficiency objectives, reliability of financial reporting, and
compliance with applicable laws and regulations, was effectively designed and operating, and reasonably assured the
achievement of the above-stated objectives.
6. This Statement will become a major part of the content of the Company's Annual Report and Prospectus, and will be made
public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20,
32, 171, and 174 of the Securities and Exchange Act.
7. This statement has been passed by the Board of Directors Meeting of the Company held on 02/19/2013, in which all of the 7
attending directors affirmed the content of this Statement.
Chairman PresidentHTC Corporation.
(2) External auditors' opinion on HTC's internal control: Not applicable.
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