Corporate Governance
Principles of Corporate Governance Best-Practice
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.
Board of Directors and Committees
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.
Qualification for Independent Directors
Statement on the Independence of Acer’s Independent Directors
Operation of Board of Directors and Functional Committees
Board of Directors and Functional Committees
Disclosure to the affairs of corporate governance officer
Performance Evaluation of the Board of Directors
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.
Intellectual Property Management Plan & its Implementation
Acer’s implementation and use of an IP management plan strengthens its overall corporate governance, which in turn helps ensure the sustainable operation of the company. Acer’s IP management plan established guidelines to protect its patents, trademarks, and trade secrets from infringement, as well as reduce the possibility of litigation. Additionally, Acer provides IP education and long-term IP training to its employees to ensure an overall understanding of Acer’s IP plan, thereby safeguarding Acer’s trade secrets and confidential information, as well as enhancing Acer’s business operations and competitive position.
Announcement and Board Resolutions
Major Resolutions of Shareholders’ Meetings and Board Meetings for Recent Fiscal Years and as of the Printing Date of Annual Report
Major Internal Regulations
- Articles of Incorporation
- Standards of Integrity Management & Business Conduct (SBC)
- Corporate Responsibility Policies and Strategies
- Regulations for the Conduct of Shareholders’ Meetings
- Acer Incorporated Internal Control Systems
- Regulations Governing Procedure for Board of Directors Meetings
- The Election Regulation of Directors
- Audit Committee Charter
- Remuneration Committee Charter
- Investment Committee Charter
- Regulations Governing Acer’s Subsidiaries
- Procedures for Acquiring or Disposing of Assets
- Procedures Governing Lending of Capital to Other
- Procedures Governing Endorsement and Guarantee
- Foreign Exchange Risk Management and Structured Deposit
- Antitrust and Fair Competition Guidelines
- Regulations on Insider Trading
- Rules Governing Management of Personal Data
- Subject Regulations of Prevention, Complaint and Punishment of Sexual Harassment
- Procedures Governing the Application of Trading Halt and Resumption
- Anti-Bribery and Anti-Corruption Policy
- Acer Group Personal Data Protection Management Policy
- Procedures to Standard Operating Procedures for the Handling of Requests made by Directors
- Risk Management Policy and Procedure
Internal Audit
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.
Taxation
Acer fully recognizes the importance of complying with all tax laws and regulations applied to its business operations in the countries, this includes timely filing our accurate tax returns subject to relevant laws and regulations.
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 Corporate CFO, CEO, Audit Committee and the Board of Directors.
Acer’s Tax Policy
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.