HTC 2015 Annual Report Download - page 45

Corporate governance
Corporate governance
86
87
(4) Formation, scope of duties and operation of the Compensation Committee
1. Compensation Committee Members' Information
2016.04.30
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 34 5 67 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 2 (A) meetings in 2015.
Title Name AttendanceinPerson(B) ByProxy
AttendanceRateinPerson(%)
(B/A)(Note) Notes
Convener Chen-Kuo Lin 2 0 100%
Member Yeong-Cheng Wu 2 0 100% Appointedon2014.6.17
Member Ti-Hsiang Wei 2 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. AuditsupplierstodetermineadherencetoEICCguidelines.
2. Suppliers must sign HTC's Supplier Code of Conduct.
3. 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?
vIn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)