HTC 2013 Annual Report Download - page 38

CORPORATE GOVERNANCE CORPORATE GOVERNANCE
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2. The State of the Company's Implementation of
Corporate Governance:
1. The state of operations of the Board of Directors:
The sixth Board of Directors conducted two (A) meetings in 2013. The Directors and Supervisors'
attendance status is as follows :
Title Name
Attendance
in Person Ｂ
By
Proxy
Attendance
Rate in Person
(%)【Ｂ /Ａ】 Notes
Chairman Cher Wang 2 0 100%
Director Wen-Chi Chen 2 0 100%
Director HT Cho 1 1 50%
Director David Bruce Yoffie 2 0 100%
Director Tan Ho-Chen 2 0 100%
Tan Ho-Chen left office
on 2013.06.21 due to
the re-election upon the
expiration of term.
Independent Director Chen-Kuo Lin 2 0 100%
Independent Director Josef Felder 2 0 100%
Supervisor Wei-Chi Investment Co., Ltd.
Representative: Shao-Lun Lee 2 0 100%
Supervisor Huang-Chieh Chu 2 0 100%
The seventh Board of Directors conducted seven (A) meetings in 2013. The Directors and Supervisors'
attendance status is as follows :
Title Name
Attendance in
Person Ｂ
By
Proxy
Attendance
Rate in Person
(%)【Ｂ /Ａ】 Notes
Chairman Cher Wang 7 0 100%
Director Wen-Chi Chen 6 1 85.71%
Director HT Cho 7 0 100%
Director David Bruce Yoffie 2 4 28.57%
Director Rick Tsai 6 1 85.71%
Rick Tsai was appointed
on 2013.06.21 and
resigned on 2014.01.24
due to personal reasons.
Independent Director Chen-Kuo Lin 6 1 85.71%
Independent Director Josef Felder 3 4 42.86%
Supervisor Wei-Chi Investment Co., Ltd.
Representative: Shao-Lun Lee 7 0 100%
Supervisor Huang-Chieh Chu 7 0 100%
Other matters to be included：
1. There was no independent director expressing opposition or reservation with respect to any Board
of Directors meeting during the preceding fiscal year, and no written record or written statement of
related board resolutions.
2. Directors' abstention from discussion due to conflicts of interests :
(1) Independent Director Chen-Kuo Lin and Independent Director Josef Felder
Content of Proposal：To review and discuss the independent director nominee list, proposed by the
Board of Directors, for the election at the 2013 Annual General Shareholders Meeting.
Resaon for abstention for voting participation：Independent Director Chen-Kuo Lin and Josef Felder
are nominated candidates for Independent Directors.
(2) Director HT Cho and Independent Director Chen-Kuo Lin
Content of Proposal：Proposal on the appointment of the Company's Compensation Committee
members.
Resaon for abstention for voting participation：Director HT Cho and Independent Director Chen-Kuo
Lin are nominated candidates for the Company's Compensation Committee members.
3. Measures taken to strengthen the functionality of the Board of Directors and the status of
implementation during current and preceding fiscal years:
(1) At the time of end-of-term elections for Directors and Supervisors in the 2013 fiscal year, HTC
selected two Independent Directors in accordance with the provisions of the Securities and Exchange
Act in order to strengthen the independence and functions of Directors and enhance the operational
effectiveness of the Board. In 2008, the "Guidelines for Corporate Governance" were completed
and adopted, guaranteeing that the Board of Directors has the authority to independently supervise
corporate operations and to make all decisions necessary to fulfill its responsibilities to shareholders
and to society.
(2) 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 the Committee shall consist of three members who are
appointed by resolution of the board of directors. The current second remuneration committee
members are independent director Mr. Chen-Kuo Lin and independent professional advisor Mr. Ti-
Hsiang Wei, per the regulation, the other independent professional advisor will be appointed by the
Board by June 18, 2014. 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.
(3) Currently, prior to the establishment of the audit committee, some of the committee's functions are
performed by the Supervisors meetings. Regular Supervisors meetings are convened on a quarterly
basis to hear reports on important financial, legal, and internal audit matters. There is also a joint
assessment between the Supervisors and CPA on the principles and appropriateness of various
allowances and reserves in the financial statements.