HTC 2014 Annual Report Download - page 42

• Corporate governance Corporate governance •
80 81
(4) Formation, scope of duties and operation of the Compensation Committee
1. Compensation Committee Members' Information
2015.04.30
Title
Condition
Name
Meet one of the following professional qualification requirements,
together with at least five years work experience
Conforms to criteria for independence
（Note）
Number of
other public
companies
concurrently
serving as an
Compensation
Committee
member Notes
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 V V VVVVVVVV 1
Other Yeong-
Cheng Wu V VVVVVVVV 0
Appointed
on
2014.06.17
Other Ti-Hsiang
Wei V VVVVVVVV 0
Note：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 1% 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.
2. The State of Operations of The Compensation Committee
1. Numbers of the Compensation Committee members: 3 persons.
2. Terms of Office of the Second Compensation Committee: from 27 September 2013 to 20 June 2016. The
Compensation Committee conducted 4 (A) meetings in 2014.
Title Name Attendance in Person (B) By Proxy
Attendance Rate in Person(%)
(B / A)(Note) Notes
Convener Chen-Kuo Lin 4 0 100%
Member Yeong-Cheng Wu 3 0 100% Appointed on 2014. 06. 17
Member Ti-Hsiang Wei 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.
Note: Attendance rate in person(%) is calculated by the meeting times and the actual attendance during the incumbency of the Compensation Committee.
(5) HTC's exercise of corporate social responsibility:
Guidelines, measures, and conditions under which the company takes action with respect to environmental protection,
community involvement, social contributions, social services, social welfare, consumer rights, human rights, and health and
safety.
Item
Implementation Status Reasons for
discrepancy with
the Corporate Social
Responsibility Best
Practice Principles for
TWSE/ GTSM Listed
CompaniesYes No Summary
1. Implementation of Corporate Governance
(1) Whether the company adopted
corporate social responsibility policies
and systems, and its examination of the
effectiveness of their implementation?
v HTC's commitment to the development of corporate social responsibility is outlined
on our global website (www.csr.htc.com). HTC has set out an employee code of
conduct and supplier code of conduct, and policies relating to environmental
safety and health, carbon reduction, energy management, etc. It is the duty of each
department to implement and review the effectiveness of each policy.
None
(2) Whether the company holds the
corporate social responsibility training
and education periodically?
v HTC holds training for new employees on their first day of work, introducing
corporate policy, the employee code of conduct, environmental safety and health
policy as well as our corporate social responsibility philosophy. Only not yet
instituted is a periodical training on CSR.
The company does
not have a periodical
training on CSR.
(3) Whether the operational status of the
unit established by the company with
exclusive or concurrent responsibility
for CSR matters. The higher-level
management is authorized by the Board
of Directors to handle the matter and
report to the Board on its handling?
v 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.
Promotion and enhancement of awareness internally and externally:
1. Report to executive management on EICC and CSR implementation status.
2. Audit suppliers to determine adherence to EICC guidelines.
3. Suppliers must sign HTC's Supplier Code of Conduct.
4. Periodic disclosure of HTC's corporate social responsibility operational status.
The higher-level management has not yet been authorized by the Board of Directors
to handle CRS-related matters, with no current practice of reporting to the Board on
the handling of CSR.
The higher-level
management has not
yet been authorized by
the company to handle
CRS-related matters,
with no practice of
reporting to the Board
on the handling of CSR.
(4) Whether the company adopted a fair
and reasonable salary and compensation
policy, integrated CSR into employee
performance evaluation system, and
instituted a clear and effective reward
and punitive system?
v The company has an open and transparent performance appraisal system. At the
end of each year, as part of the employee's performance appraisal process, the
employee must finalize next year's learning plan and also communicate next year's
work goals as well as learning plan with their supervisor. Not only does this enhance
the employee's professional skills, it also assists them to develop additional skills
and knowledge. Only CSR has not yet been integrated into employee performance
evaluation system. Also not yet instituted is a clear and effective reward and punitive
system.
The company has
instituted a fair
and reasonable
performance evaluation
system that only CSR
policy has not yet been
integrated into.
2. Develop a sustainable environment
(1) Whether the company exerts to improve
its efficiency in the utilization of all
resources and the use of recycled
materials with low environmental
impact?
v In 2006 HTC began studying how to integrate the Life Cycle Thinking (LCT) concept
into their development processes so as to provide R&D engineers with quantitative
green information. In 2010 the company participated in a project led by the Ministry
of Economic Affair's Industrial Development Bureau. This sustainable industrial
development counseling project focused on the lifecycle inventory (LCI) of the
supply chain and established a database of key components in products and their
impact on the environment. R&D engineers can reference this information in the
development of green products.
In terms of packaging, HTC currently uses highly recycled packaging materials
that are corrugated and renewable. Corrugated packaging is composed of 85-90%
recycled pulp with the rest discarded after use. This type of packaging material is
100% recyclable and biodegradable. Renewable packaging is made of 65% sugar cane
bagasse and 35% bamboo pulp.
In terms of power usage, all of the power supplies that come with HTC's products
conform to international standards such as the US Energy Star, California Energy
Commission, and the EU Code of Conduct on Energy Efficiency of External Power
Supplies. The company provides power supplies that have greater energy efficiency
than required by the above measurement standards, thereby achieving both energy
savings and carbon reduction.
None
(Continued)