HTC 2014 Annual Report Download - page 59

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Capital and shares Capital and shares
114 115
(6) Dividend policy
1. Dividend policy
Since the Company is in the capital-intensive technology sector and growing, dividend policy is set with
consideration to factors such as current and future investment climate, demand for working capital, competitive
environment, capital budget, and interests of the shareholders, balancing dividends with long-term financial
planning of the Company. Dividends are proposed by the Board of Directors to the Shareholders' Meeting on a yearly
basis. Earnings may be allocated in cash or stock dividends, provided that the ratio of cash dividends may not be less
than 50% of total dividends.
According to the Company's Articles of Incorporation, earnings shall be allocated in the following order:
1. To pay taxes.
2. To cover accumulated losses, if any.
3. To appropriate 10% legal reserve unless the total legal reserve accumulated has already reached the amount of the
Company's authorized capital.
4. To recognize or reverse special reserve return earnings.
5. To pay remuneration to the Board of Directors and Supervisors at 0.3% maximum of the balance after withholding
the amounts under subparagraphs 1 to 4.
6. To pay bonus to employees at 5% minimum of the balance after withholding the amounts under subparagraphs
1 to 4, or such balance plus the unappropriated retained earnings of previous years. However, the bonus may
not exceed the limits on employee bonus distributions as set out in the Regulations Governing the Offering and
Issuance of Securities by Issuers. Where bonus to employees is allocated by means of new share issuance, the
employees to receive bonus may include employees serving with affiliates who meet specific requirements. Such
specific requirements shall be prescribed by the board of directors.
7. For any remainder, the board of directors shall propose allocation ratios based on the dividend policy set forth in
paragraph 2 of this Article and propose them at the shareholders' meeting.
2. Dividend distribution proposed at the most recent shareholder's meeting:
(Proposal adopted by the Board pending approval by the Shareholders'
Meeting.)
On April 15, the Board of Directors adopted a resolution to distribute NT$ 314,635,792 in cash dividend. It translates
to NT$ 0.38 cash dividends per share (based on the number of outstanding shares as of book closure date for the 2015
Annual Shareholders' Meeting). The Board of Directors may necessary adjustments to the actual distribution ratio
on the basis of the number of issued and outstanding shares registered in the Common Stockholders' Roster as at the
record date.
3. There is no material change in dividend policy.
(7) Impact of the Stock Dividend Proposal on Operational Performance and
Earnings per Share
HTC will not distribute stock dividends at the 2015 Annual Shareholders' Meeting; therefore it is not applicable.
(8) Employee Profit Sharing and Compensation for the Board of Directors and
Supervisors
1. Percentage and scope of employee profit sharing and the Board of Director and
Supervisor remuneration as stipulated in the Company's Article of Incorporation.
The Company's Articles of Incorporation stipulate that earnings shall be allocated in the following order:
1. To pay taxes.
2. To cover accumulated losses, if any.
3. To appropriate 10% legal reserve unless the total legal reserve accumulated has already reached the amount of the
Company's authorized capital.
4. To recognize or reverse special reserve return earnings.
5. To pay remuneration to the Board of Directors and Supervisors at 0.3% maximum of the balance after withholding
the amounts under subparagraphs 1 to 4.
6. To pay bonus to employees at 5% minimum of the balance after withholding the amounts under subparagraphs 1
to 4, or such balance plus the unappropriated retained earnings of previous years.
2. Employee Bonus proposal adopted by the Board
Unit: NT$ thousands
Distribution of 2014 Earnings Accrued Expenses for Employee Bonus Resolution Approved by the Board of Directors
Employee Bonus 88,333.5
2015.04.15
Employee Stock Bonus 0
Employee Cash Bonus 88,333.5
Total Amount 88,333.5
Directors' and Supervisors' Remuneration 0 0
Note There is no difference between the value of employee bonuses and Director/Supervisor remunerations proposed by the Board and expenses accrued in the financial
reporting period.
3. Distributions of 2013 employees' bonus and remunerations for the Board of
Directors and Supervisors
Since there was a net loss in fiscal 2013, the Company didn't distribute employees' bonus and remunerations for
Directors and Supervisors at the 2014 Annual Shareholders' Meeting.
(9) Share repurchases:
None