HTC 2015 Annual Report Download - page 44

Corporate governance
Corporate governance
84
85
Item
ImplementationStatus Reason for Non-
implementation
YES NO Summary
7. Other important information
helpful to understanding HTC's
corporate governance practices
(including but not limited in
employee rights and interests,
employee care, investor
relations, supplier relations
and rights of stakeholders,
professional development of the
BoardofDirectors,Supervisors,
and managerial officers,
status of implementation
of risk management
policies and standards for
measurement of risk, status
of customer-protection policy
implementation, and liability
insurance provided by HTC
totheBoardofDirectorsand
Supervisors) :
(2)Investorrelations
HTC carries out its responsibility in the area of investor relations by endeavoring to enhance the
transparencyandtimelinessofinformationdisclosure.Inadditiontoimmediateannouncementof
material information and information disclosure, each quarter investor/press conferences are held, with
anaverageofmorethan100institutionalinvestorsfromTaiwanandabroadparticipating.Informationis
also uploaded to the company website simultaneously.
Inadditiontotheregularlyscheduledinformationdisclosuresabove,HTCalsoactivelyparticipatesin
investment seminars held by local and overseas securities firms and investor/press conferences; it also
arranges meetings with domestic and foreign investors in order to further explain financial figures and
operational results that have already been publicly released. Also, more than ten international securities
houses routinely publish analyst reports on HTC, providing investors with independent, professional
investment analyses.
HTC's investor relations activities in 2015, were as follows: Throughout the year, HTC frequently
participated in investor conferences in Taiwan, Hong Kong, London, and New York, and periodically
visited main investors in the European, American and Asia regions. At the same time, foreign and domestic
institutional investors and analysts frequently visit our investor relations department or contact it by
phone. Going forward, HTC will continue to advance its work in every aspect of investor relations in order
to fulfill the responsibilities of a listed company toward its investors and shareholders.
(3)Supplierrelationsandrightsofinterestedparties
HTChasadopted“ProceduresforTransactionswithSpecificCompanies,GroupEnterprises,andRelated
PartiesandSupplierIntegrityCommitmentLetter”toguaranteetherightsandinterestsofHTCand
interestedparties.Purchasingcontractsarealsosignedwithsupplierstogoverntotransactionsand
cooperative efforts to protect the lawful rights and interests of all parties.
(4)ProfessionaldevelopmentoftheBoardofDirectors,Supervisors,andmanagerialofficers:
HTC'sBoardofDirectorsandSupervisorsvoluntarilyattendseminarsheldbyprofessionaltraining
institutesasrequiredbylawandregulation.Inaddition,tofurtherstrengthenimplementationof
corporate governance, regular courses are also planned on finance, business, commerce, law, and
accountingsubjectsthatarerelatedtocorporategovernance,aswellascoursesoninternalcontroland
responsibility in connection with preparation of financial reports. Details of professional development
coursestakenbytheBoardofDirectors,Supervisors,andmanagerialofficersfor2015canbefoundin
Appendixes 1 and 2.
(5) Status of implementation of risk management policies and standards for measurement of risk:
HTC has adopted relevant risk management policies and standards for measurement of risk, and has
established a dedicated unit to carry out risk management and risk measurement. With respect to
implementation, HTC has reassessed its business risks after transitioning into a brand company. Risk
factors are also reflected in financial statement items such as bad debts and warranty reserves which are
reviewedbySupervisorsandCPAstoensuretheyarereasonableandappropriate.
HTC's management of potential risk associated with promotion of its global brand is explained below:
1. Exchange rate risk: Foreign exchange movements are monitored and managed / hedged by dedicated
personnel. Reserves for on-book liabilities are valued at the exchange rate on the balance sheet date,
reducing as much as possible the effects of currency fluctuations on HTC's business and finances.
2. Receivables risk: Receivables risk is managed effectively by the finance department to ensure receivables
quality and lower the risk of bad debt.
3.Managementofidleinventory:Inadditiontoenhancingsuppliermanagementanddemandforecast,
idle inventory is attended to early and reserves for loss taken in an appropriate manner.
4. Global tax risk: To comply with global tax compliance, our company engaged with international tax
advisory for periodical review.
5.Productdesignquality:Toensurequalityofdesign,HTChasestablishedadepartmentfordesignquality,
which is exclusively responsible for control and management of quality in hardware and software,
product safety, and conformance with environmental regulations around the world. The department
provides a complete range of product testing and certification.
(6)Statusofcustomer-protectionpolicyimplementation:
HTC strictly abides by the contracts it signs with customers to protect consumer rights and interests.
RegulardeliberationonandassessmentoftheProductWarrantyReserveforafter-salesservicesensures
that allocations made to such reserves are reasonably sufficient and warranty responsibilities of the
Company are adequately expressed.
(7)LiabilityinsuranceprovidedbyHTCtotheBoardofDirectorsandSupervisors:
Currently,HTChaspurchasedLiabilityInsurancefortheBoardofDirectors,Supervisors,andkey
personnel(pleaseseeAppendix3fordetails),therebytransferringtheriskarisingfromerroneousor
improper conducts by Directors, Supervisors, or key personnel.
(Continued)
Item
ImplementationStatus Reason for Non-
implementation
YES NO Summary
8. IftheCompanyhasaself
corporate governance
evaluation or has authorized
any other professional
organization to conduct such
an evaluation, the opinions of
board of directors, evaluation
results,majordeficienciesor
suggestions, and improvements
are stated as follows:
v As of 2015, HTC has not yet issued any corporate governance self-assessment report, but has engaged in
thesecondsessionofthe“CorporateGovernanceevaluation”,andachieved“A+”rating.Ithasbecome
amemberoftheROC'sCorporateGovernanceAssociation(CGA).RegularparticipationofitsBoardof
Directors,Supervisors,andmanagement-levelpersonnelintheCGA'sBoardofDirectorsandSupervisors
Association provides opportunities for exchanges with government, business, and academia on topics such as
enterprise orientation, strategy development, operations and management, and financial, legal, and corporate
governance issues, thereby strengthening HTC's enterprise management and corporate governance.
None
Appendix1:ContinuousEducation/TrainingoftheBoardofDirectorsandSupervisors
Title Name
Date of Training
Organization Training Hours NotesFrom To
Independent
Director
Chen-Kuo
Lin
2016.03.04 2016.03.04 Taiwan Corporate Governance Association
Disputed Cases regarding Director's and
Superviors' Respondibilitues for Financial
Statements
3
2015.12.23 2015.12.23 The Company commissioned Taiwan
Securities&FuturesInstitute(SFI)
DiscussiononIssuesofHumanResources
andMergerIntegrationofMergersand
Acquisitions
3
Supervisor Huang-Chieh
Chu
2016.03.04 2016.03.04 Taiwan Corporate Governance Association
Disputed Cases regarding Director's and
Superviors' Respondibilitues for Financial
Statements
3
2015.12.28 2015.12.28 Taiwan Corporate Governance Association MergersandInsiderTrading 3
Supervisor Shao-Lun
Lee 2015.12.28 2015.12.28 Taiwan Corporate Governance Association MergersandInsiderTrading 3
Appendix2:ContinuousEducation/TrainingofManagementTeam
Title Name
Date of Training
Organization Training Hours NotesFrom To
General
Counsel MarcusWoo 2015.12.28 2015.12.28 Taiwan Corporate Governance Association MergersandInsiderTrading 3
Associate Vice
President Hsiu Lai 2016.03.14 2016.03.23 Accounting Research and Development
Fundation
ProfessionalDevelopmentClass
forPrincipalAccountingOfficersof
Issuers,SecuritiesFirms,andSecurities
Exchanges
30
Appendix3:BoardofDirectors,SupervisorsandKeyPersonnelLiabilityInsurance
No InsuredObject InsuranceCompany InsuredAmount InsurancePeriod Notes
1
AllDirectors,Supervisorsandjuristicpersondirectors'
representatives at investee companies and key personnel
appointed by HTC
FubonInsuranceCo.,Ltd. US$:35,000,000 From:2014.03.15
To:2015.03.15
2
AllDirectors,Supervisorsandjuristicpersondirectors'
representatives at investee companies and key personnel
appointed by HTC
FubonInsuranceCo.,Ltd. US$:35,000,000 From:2015.03.15
To:2016.03.15