HTC 2015 Annual Report Download - page 49

Corporate governance
Corporate governance
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(9) The state of implementation of HTC's internal control system:
1. Statement on Internal Control
HTC Corporation
Internal Control System Statement
Date:02/29/2016
The Company states the following with regard to its internal control system for 2015, based on the findings of a self-assessment:
1. The Company is fully aware that establishing, operating, and maintaining an internal control system are the responsibility of its
BoardofDirectorsandmanagement.TheCompanyhasestablishedsuchasystemaimedatprovidingreasonableassuranceof
theachievementofobjectivesintheeffectivenessandefficiencyofoperations(includingprofits,performance,andsafeguarding
of asset security), reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance with applicable
laws, regulations and bylaws.
2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system
can provide only reasonable assurance of accomplishing the three goals mentioned above. Furthermore, the effectiveness of an
internal control system may change along with changes in environment or circumstances. The internal control system of the
Company contains self-monitoring mechanisms, however, and the Company takes corrective actions as soon as a deficiency is
identified.
3. TheCompanyjudgesthedesignandoperatingeffectivenessofitsinternalcontrolsystembasedonthecriteriaprovidedin
the“RegulationsGoverningEstablishmentofInternalControlSystemsbyPublicCompanies”promulgatedbytheFinancial
SupervisoryCommission(hereafter,the“Regulations”).Theinternalcontrolsystemjudgmentcriteriaadoptedbythe
Regulations divide internal control into five elements based on the process of management control: 1. control environment 2.
riskassessment3.controlactivities4.informationandcommunications5.monitoringactivities.Eachelementfurthercontains
severalitems.PleaserefertotheRegulationsfordetails.
4. The Company has assessed the design and operating effectiveness of its internal control system according to the forementioned
criteria.
5. Basedonthefindingsoftheassessmentmentionedasof12/31/2015,theCompanybelievesthatduringthestatedtimeperiod
its internal control system (including its supervision and management of subsidiaries), encompassing internal controls for
understandingofthedegreeofachievementofoperationaleffectivenessandefficiencyobjectives,reliability,timeliness,
transparency, and regulatory compliance of reporting, and compliance with applicable laws, regulations and bylaws, was
effectivelydesignedandoperating,andreasonablyassuredtheachievementoftheabove-statedobjectives.
6. ThisStatementwillbecomeamajorpartofthecontentoftheCompany'sAnnualReportandProspectus,andwillbemadepublic.
Anyfalsehood,concealment,orotherillegalityinthecontentmadepublicwillentaillegalliabilityunderArticles20,32,171,and
174 of the Securities and Exchange Act.
7. ThisstatementhasbeenpassedbytheBoardofDirectorsMeetingoftheCompanyheldon02/29/2016,inwhichallofthe6
attending directors affirmed the content of this Statement.
HTCCorporation. Chairwoman: President:
2. External auditors' opinion on HTC's internal control: Not applicable.
(10) For the most recent fiscal year and during the current fiscal year up
to the date of printing of this annual report, there were no sanctions
imposed upon the Company or its internal personnel.
(11) Material Resolutions of the 2015 Shareholders Meeting and Board of
Directors Meetings during the most recent fiscal year and the current
fiscal year up to the date of printing of this annual report.
Item Date Materialresolutions Note
Year 2015
Boardofdirectors
meeting 2015.02.06 1. Adopted resolution for Company’s 2015 first quarter summary financial forecast.
Boardofdirectors
meeting 2015.03.06 1. Adopted resolution for the date, time and venue for the Company's 2015 Annual General Shareholders'
Meeting,andthesubmissionperiodandaddressforshareholders'proposals.
Boardofdirectors
meeting 2015.04.15
1.Adoptedresolutionforfiscal2014EarningsDistributionProposal.
2. Approved of the proposal to issue 7,500,000 new restricted employee shares.
3.Adoptedresolutiontoamendtheagendaforconveningthe2015AnnualGeneralShareholders’Meetingofthe
Company.
Boardofdirectors
meeting 2015.04.28
1. Adopted resolution for Company’s 2015 second quarter summary financial forecast.
2. Adopted resolution for registering a change of share status to write-off 49,200 shares of the Company’s
restricted employee shares and setting the record date for the reduction of paid-up capital.
Shareholders meeting 2015.06.02
1.AdoptionoftheFiscal2014BusinessReportandFinancialStatements.
2.AdoptionoftheFiscal2014EarningsDistributionProposal.
3.ApprovedoftheproposaltopartiallyamendtheArticlesofIncorporation.
4.ApprovedoftheproposaltopartiallyamendtheProceduresfortheAcquisitionorDisposalofAssets.
5.ApprovedoftheproposaltopartiallyamendtheProceduresfortheHandlingofDerivativesTrading.
6.ApprovedoftheproposaltopartiallyamendtheBylawsfortheElectionofDirectorsandSupervisors.
7. Approved of the proposal to issue 7,500,000 new restricted employee shares.
Pleaserefer
to the note for
an execution
summary of
the material
resolutions of
the shareholders
meeting
Boardofdirectors
meeting 2015.06.05 1. Adopted resolution for Company’s 2015 second quarter summary financial forecast update.
Boardofdirectors
meeting 2015.07.24
1.Adoptedresolutionforregisteringachangeofsharestatustowrite-off116,700sharesoftheCompany’s
restricted employee shares and setting the record date for the reduction of paid-up capital.
2. Adopted resolution for the date of record for the distribution of cash dividends, the closing period for the share
transfer and the delivery date for the cash dividends.
Boardofdirectors
meeting 2015.08.06 1. Adopted resolution for Company’s 2015 third quarter summary financial forecast
Boardofdirectors
meeting 2015.08.24 1. Adopted resolution for the repurchase of the Company’s shares and cancellation of such shares.
Boardofdirectors
meeting 2015.09.16 1. Adopted resolution for the change of the Company Accounting Officer
Boardofdirectors
meeting 2015.10.30 1. Adopted resolution for registering a change of share status to write-off 408,700 shares of the Company’s
restricted employee shares and setting the record date for the reduction of paid-up capital.
Boardofdirectors
meeting 2015.12.29 1. Adopted resolution for the sale of TY5 building in Taoyuan headquarters.
Year2016
Boardofdirectors
meeting 2016.02.29
1.Adoptedresolutionforregisteringachangeofsharestatustowrite-off118,060sharesoftheCompany’s
restricted employee shares and setting the record date for the reduction of paid-up capital.
2. Adopted resolution for registering a change of share status to write-off 4,110,000 shares of the Company’s
treasury stocks and setting the record date for the reduction of paid-up capital.
Boardofdirectors
meeting 2016.03.29
1.AdoptionofFiscal2015DeficitCompensationProposal.
2.Adoptedresolutiontosetthedate,timeandvenueforthe2016AnnualGeneralShareholdersMeeting,as
well as the time period address for submission of shareholders’ proposals, and time period and address for
submission of shareholders’ nominations.
Note: HTC has acted upon and completed execution of resolutions adopted at 2015 regular shareholders meeting.