In order to strengthen corporate governance and support related policies promoted by competent authorities, Acer has prescribed its Corporate Governance Best-Practice Principles, based on Corporate Governance Best-Practice Principles for TWSE/GTSM listed Companies and corporate governance principle stipulated by OECD.
Election of Directors (Including Independent Directors)
Following FSC’s Order 1010005306 announced on February 20, 2012, Acer’s Article of Incorporation had been amended according to Act 177-1 of R.O.C. “Company Act”, to have seven (7) to eleven (11) directors (including independent directors), to be elected from the nominees listed in the roster of director with the candidate nomination system. The term of office for directors shall be three (3) years. The directors are eligible for re-election. The total capital stock held by all directors and independent directors shall not be less than the percentage provided by the competent authority. Relevant regulations (such as Article of Incorporation, Regulations Governing Procedure for Board of Directors Meetings, and Election Regulations of Director), meeting time, place, agenda and resolution report of the latest Shareholders’ Meeting has been revealed on Acer’s website.
The Company has laid down “Measures for Performance Evaluation of the Board of Directors”, including the evaluation scope, methods and targets. Relevant Board performance measurement items cover five major aspects including degree of participation in the operation of the Company, enhancing the quality of decision making of the Board of Directors, composition and structure of the Board of Directors, election and continuing education of directors, internal control. The assessment results are divided into five levels: Outstanding, Good, Satisfactory, Dissatisfactory, and Immediate Improvement.
The company’s Internal Auditing Office is an independent unit established under the Board of Directors. Besides reporting the audit operations to Chairman and Audit Committee on a regular basis, the chief internal auditor shall also attend and deliver a report in the Board of Directors meeting.
The internal auditor should evaluate the company's internal control systems and report on whether these controls are designed and executed adequately, effectively and efficiently. The audit scopes include all the operations of the company and its subsidiaries.
The main work of the internal audits is performed according to an annual plan which is formulated based on the risk assessment and approved by the Board of Directors. Project audits or special reviews are conducted as needed. By reviewing the execution of the regular audits and the project audits, the management team can understand the functioning of the internal control system and the existing or potential weaknesses in the system.
Internal Auditing Office reviews the results of internal control self-assessment performed by each department and subsidiary to ensure the quality of the executions. In addition, Internal Auditing Office consolidates the assessment results for the Board of Directors to evaluate the overall efficiency on the existing internal control systems before issuing the Internal Control System Statement.
Acer fully recognizes the importance of complying with all applicable laws and regulations related to its business operations in the countries in which it operates, this includes compliance with global regulations on filing timely and accurate tax returns.
Acer’s global and local finance teams are responsible for the company’s tax matters, which are reviewed on an on-going basis and further reported to the company CFO and CEO. Tax matters will also be reported to the Audit Committee under the Board of Directors as required.
Acer’s Tax Policy
All applicable rules and regulations in markets where it operates are observed.
In compliance with the relevant laws and regulations, Acer does not undertake transactions and does not use tax haven for tax avoidance.
Acer does not engage in tax structure that lacks commercial substance nor transferring value created to low tax jurisdictions.
Inter-company transactions are based on the arm’s length principle and in compliance with the transfer pricing guidance published by the OECD.
Tax disclosures are made in accordance with applicable regulations and reporting requirements to ensure transparency.
Relationship with Tax Authorities
Acer seeks to maintain an open and transparent working relationship with tax authorities in all countries in which it operates to ensure efficient and effective collaboration.