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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.

1. Acer's Corporate Governance Best-Practice Principles

2. The spirit and the blueprint of the corporate governance

Public announcement and Board Resolutions

TWSE Market Observation Post System (MOPS)

Operation of Board of Directors and Functional Committees

1. Board of Directors and Functional Committees

2. Member of Committee

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) ~ 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.

1. Qualification for Independent Directors

Major Resolutions of Shareholders' Meetings and Board Meetings for Recent Fiscal Years and as of the Printing Date of Annual Report

1. Major Resolutions of Shareholders' Meetings

2. Major Resolutions of Board Meetings

Major Internal Regulations

1. Articles of Incorporation

2. Standards of Business Conduct

3. Corporate Responsibility Policies and Strategies

4. Regulations for the Conduct of Shareholders’ Meetings

5. Acer Incorporated Internal Control Systems

6. Regulations Governing Procedure for Board of Directors Meetings

7. The Election Regulation of Directors

8. Audit Committee Charter

9. Remuneration Committee Charter

10. Criteria for Authorities of Assets Management and Handling Committee

11. Regulations Governing Acer’s Subsidiaries

12. Procedures for Acquiring or Disposing of Assets

13. Procedures Governing Lending of Capital to Other

14. Procedures Governing Endorsement and Guarantee

15. Foreign Exchange Risk Management and Structured Deposit

16. Antitrust and Fair Competition Guidelines

17. Regulations on Insider Trading

18. Rules Governing Management of Personal Data

19. Subject Regulations of Prevention, Complaint and Punishment of Sexual Harassment

20. Procedures Governing the Application of Trading Halt and Resumption

21. Investment Committee Charter

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 acknowledges the importance to comply with all applicable laws and regulations related to its business operations in all countries in which it operates, this includes compliance with global requirements in regards to filing timely and accurate tax returns.

Acer’s Tax Policy

Acer observes the applicable rules and regulations in markets where it operates. The principle of Acer’s tax policy is to support business needs, allowing it to operate in a tax-efficient manner, while complying with 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 the company CFO and CEO. Tax matters will also be reported to the Audit Committee under the Board of Directors as required.

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.

Tax Governance Framework