- I. Has the Company established and does it disclose its Corporate Governance Best Practice Principles based on the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies?
|
V
|
|
- A. The Company has established "Corporate Governance Best Practice Principles" and disclosed them in the Corporate Governance section of the Company's website, which are constituted and operated as follows:
- (A) Protect shareholders' rights and interests.
- (B) Strengthen the functions of the board of directors.
- (C) Give play to the function of Audit Committee.
- (D) Respecting the rights and interests of Stakeholders.
- (E) Improve information transparency.
- B. The actual operation of the Company is in accordance with the Company's "Corporate Governance Best Practice Principles". The Company successively completed establishment of "the Rules of Procedure for Shareholders Meetings", "Subsidiary Company Monitoring Operation Procedure", "Asset Acquisition or Disposition Procedure", "Rules of Procedure for Board of Directors", "Director and Supervisor Election and Appointment Procedures", "Code of Ethics", "Corporate Governance Best Practice Principles" and "Ethical Corporate Management Best Practice Principles ", and operates its business without any discrepancy therefrom.
|
No material deviation
|
- II. Shareholding structure & shareholders' rights
|
- A. Has the Company established internal operating procedures to deal with shareholders' suggestions, concerns, disputes and litigation, and does the Company implement such procedures in accordance with the procedures?
|
V
|
|
- A. The Company has established a spokesman system to make unified speeches and deal with shareholders' doubts and disputes.
|
No material deviation
|
- B. Does the Company possess a list of its major shareholders
with controlling power as well as the ultimate owners of those major
shareholders?
|
V
|
|
- B. The Company and the stock agency Stock Agency Department of MasterLink regularly keep a list of the Company's major shareholders and their controllers.
|
No material deviation
|
- C. Has the Company established and does it execute a risk management and firewall system within its affiliated companies?
|
V
|
|
- C. Related party transaction Procedure, Subsidiaries Monitoring Procedure, Asset Acquisition or Disposition Procedure, Procedure for Lending Loans to Others, and the Procedures for Endorsement Guarantees. The Company keeps dealings with related enterprises in accordance with the relevant measures, internal control system and laws.
|
No material deviation
|
- D. Has the Company established internal rules against insider trading and the use of undisclosed information in securities trading?
|
V
|
|
-
D. The Company has formulated the Management Measures to Prevent Insider Trading, prohibiting Company insiders from trading securities by using undisclosed information in the market.
|
No material deviation
|
- III. Composition and responsibilities of the Board of Directors
|
- A. Does the Board develop and implement a diversity policy for
the composition of its members?
|
V
|
|
- A. The Company has formulated the policy of diversity of board members in the "Corporate Governance Best Practice Principles", which sets specific management objectives and implements them. Please refer to the "Diversity and Independence of the Board" in this annual report (Page 14) for the implementation of the policy.
|
No material deviation
|
- B. In addition to the legally required Remuneration Committee and Audit Committee, has the Company
|
|
V
|
-
B. The Company has no other Functional committees except the Remuneration Committee and Audit Committee set up in accordance with the law.
|
The Company is still under evaluation |
- C. Has the Company established standards and methods to evaluate the performance of the Board of Directors, conduct evaluations annually and regularly, report the evaluation results to the Board of Directors, and use them as a reference for individual directors' remuneration, nomination and renewal?
|
V
|
|
-
C. The Company has formulated the "Rules for Performance Evaluation of Board of Directors and shall evaluate the performance of the Board, the directors and the Remuneration Committee at least once a year. Internal evaluation shall be carried out before the end of the first quarter of the next year in accordance with these rules. The items of the performance evaluation on the board shall involve the following five aspects:
- (A) The extent of its involvement in the operation of the Company.
- (B) Improvement to the board's decision-making quality.
- (C) Composition and structure of the board of directors.
- (D) Selections and continuing education of directors.
- (E) Internal control.
The performance evaluation of directors (self or peer) shall be measured in at least the following six aspects:
- (A) Understanding the Company's goals and tasks.
- (B) Understanding the directors' duties.
- (C) The extent of its involvement in the operation of the Company.
- (D) Internal relationship management and communication.
- (E) Disciplines and continuous training of the directors.
- (F) Internal control.
The Functional Committee (Audit Committee and Remuneration Committee) shall be evaluated for at least the following five aspects:
- (A) The extent of its involvement in the operation of the Company.
- (B) Understanding the duties and responsibilities of Functional Committee.
- (C) Improvement to the decision-making quality of the Functional Committee.
- (D) d. Composition of Functional Committee and election of members.
- (E) Internal control.
The evaluation is carried out by the Chairman Room in the form of internal questionnaires, consisting of three parts: board operation, board participation and Functional Committee operation.
The directors can evaluate operation of the board, directors' own involvement and operation of functional committee. The Company has recently conducted the performance evaluation of the board of directors in 2023 at the beginning of 2024. The board of directors held on March 6, 2024 will present the results of the evaluation and the direction of continuous strengthening in 2024, as a reference for the future compensation of individual directors and nomination for renewal. The performance evaluation of the overall board of directors, individual board members and Functional Committee is excellent. The results of the evaluation have been disclosed on the Company website.
|
No material deviation
|
- D. Does the company regularly evaluate the independence of the
CPAs?
|
V
|
|
- D. The Company evaluates the independence and suitability of the CPA appointed annually, and submits to the Audit Committee and the board of directors for deliberation and approval. Since 2023, according to the Audit Quality Index (AQI) issued by the Financial Management Commission, the audit Quality Index (AQI) information provided by accounting firms has been incorporated into the selection basis to improve the quality of financial report information. On March 23, 2023, the Audit Committee and the board of directors of the Company passed the assessment of CPA independence and suitability. Please refer to [Description 1] for more details.
|
No material deviation
|
- IV. Does the Company appoint adequate persons and a chief governance officer in charge of corporate governance matters (including, but not limited to, providing directors and supervisors with the required information for business execution, assisting directors and supervisors in following laws and regulations, handling matters in relation to Board Meetings and Shareholders' Meetings and keep minutes at Board Meetings and Shareholders' Meetings as required by law)?
|
V
|
|
The Company has set up a Finance and Accounting Office as part-time body for corporate governance, responsible for the business related to corporate governance, and approved by the resolution of the Board on May 14, 2019, which designated the accounting supervisor LI - HUICHANG vice President as director of corporate governance, to safeguard the rights and interests of shareholders and strengthen the functions of the board of directors. LI-HUI CHANG has had more than three years of experience working in finance positions in TWSE/TPEx listed companies. The main responsibilities of the corporate governance director are to handle matters related to the board of directors and Shareholders' Meeting in accordance with the law, prepare the minutes of the board of directors and Shareholders' Meeting, assist directors /Independent directors, and provide information require by directors /Independent directors to execute the business, and assist the Director /Independent Director to comply with regulations. The training of corporate governance executives in 2023 is as follows:
- A. Date of training: 2023/7/13 ~ 2023/7/13
Organized by: Taipei Exchange
Course Name: Publicity meeting on sustainable development action plan of listed companies
Hours of training: 3 hours
- B. Date of training: 2023/7/18 ~ 2023/7/18
Organized by: Accounting Research and Development Foundation
Course Name: Discussion on Transformation Finance and Sustainable Disclosure in 2023
Hours of training: 3 hours
- C. Date of training: 2023/8/9 ~ 2023/8/9
Organized by: Taipei Exchange
Course Name: Insider's Equity Advocacy Meeting of listed or OTC Company-Taipei Second Session
Hours of training: 3 hours
- D. Date of training: 2023/11/6 ~ 2023/11/6
Organized by: Taiwan Corporate Governance Association
Course Name: External influence diversification management, creating positive value of enterprises, evaluation introduction and related evaluation topics
Hours of training: 6 hours
- E. Total hours of training in 2023: 15 Hours
The implementation of business in 2023 is as follows:
- A. Assist Independent Director and general director to carry out business, provide required information and arrange for directors' further education:
- (A) Provide board members upon assuming office with the latest revision and development of laws and regulations related to the Company's business operation and corporate governance, and update them regularly.
- (B) Review the confidentiality level of relevant information and provide company information required by directors to maintain smooth communication and exchange between directors and business executives.
- (C) (In accordance with Corporate Governance Best Practice Principles, the Independent Director shall assist in arranging relevant meetings when it is necessary to meet with the internal audit supervisor or CPA to understand the financial business of the Company.
- (D) Assist Independent directors and general directors to draw up annual study plans and arrange courses according to the Company's industrial characteristics and Director education and experience background.
- B. Assist the board of directors and Shareholders' Meeting in their procedures and legal compliance：
- (A) To report the Company's corporate governance operation status to the board of directors and Independent Director, and confirm whether shareholders' meeting and board meeting of the Company comply with relevant laws and regulations of corporate governance code.
- (B) To assist and remind the directors of the laws and regulations to be observed in the execution of business or the formal resolution of the board of directors, and to advise the board of directors when the illegal resolution is to be made.
- (C) Be responsible for reviewing the release of important information of important decisions of the board of directors after the meeting, to ensure the legal suitability and correctness of the content of the re-release, so as to ensure the equality of investors' trading information.
- C. Prepare the agenda for meeting of the board of directors and notify the directors seven days before the meeting, call the meeting and provide the data of the meeting. If the topic needs to be avoided, remind them in advance and complete the board of directors' proceedings within 20 days after the meeting.
- D. Handle advance registration for the general meeting of the Shareholders according to law, make the notice of the meeting, agenda handbook and record within the given time limit, and handle change registration when the Articles of Association is amended or the directors are reelected.
|
No material deviation
|
- V. Has the Company established communication channels and build a dedicated section on its website for stakeholders (including, but not limited to, shareholders, employees, customers, and suppliers) to respond to material corporate social responsibility issues in a proper manner?
|
V
|
|
- A. The Company maintains smooth communication channels with its correspondent banks and other creditors, employees, consumers, suppliers, communities or stakeholders of the Company, timely responds to all issues, and respects and protects its legitimate rights and interests.
- B. All Stakeholders can get real-time information about the Company's operations through the market observation post system.
- C. The Company has set up an Interested Party Section on its website and has dedicated staff and dedicated service lines to deal with relevant issues.
|
No material deviation
|
- VI. Does the Company appoint a professional shareholder service agency to deal with shareholder affairs?
|
V
|
|
It has been entrusted to MasterLink Securities Corporation for handling.
|
No material deviation
|
- VII. Information disclosure
|
- A. Does the Company have a corporate website to disclose both the Company's financial standing and corporate governance status?
|
V
|
|
- A. The Company maintains a website and discloses financial, business and corporate governance information on the Company website and the market observation post system.
|
No material deviation
|
- B. Does the Company have other information disclosure channels (e.g., an English website, appointing designated people to handle information collection and disclosure, a spokesperson system, and webcasting investor conferences)?
|
V
|
|
- B. The Company has established a spokesman system, and specially assigned persons are responsible for collecting and disclosing company information, and disclosing relevant information to shareholders on the market observation post system regularly or from time to time.
|
No material deviation
|
- C. Does the Company announce and file annual financial reports within two months after the close of the given fiscal year and publicly announce and file the first, second, and third quarterly financial reports and the operation of each month ahead of the required deadline?
|
|
V
|
- C. The Company does not announce and report the annual financial report within two months after the end of the year, but the quarterly financial report and the operation situation of each month shall be announced and reported within the prescribed time limit.
|
No material deviation
|
- VIII Is there any other important information to facilitate a better understanding of the Company's corporate governance practices (including, but not limited to, employee rights, employee wellness, investor relations, supplier relations, stakeholder rights, directors' and supervisors' training records, implementation of risk management policies and risk evaluation measures, implementation of customer policies, and participation in liability insurance by directors and supervisors)?
|
V
|
|
- A. Employees' rights and interests: Set up a welfare committee to administer various welfare measures such as: children's education scholarship, annual journey, travel allowance, marriage and funeral subsidies, to ensure employees' rights and interests, so that employees can feel at ease to contribute to the work, and from 2023 to increase the employee stock ownership trust benefits, improve the life security of employees after retirement.
- B. Care for employees: Offer various welfare such as: maternity and knot allowance, annual travel allowance for excellent employees, children award and grant, etc., promote resource integration, knowledge sharing and independent learning in the workplace, the Company is more caring for the learning and growth of employees as a starting point.
- C. Investor relations: The Company attaches great importance to the rights and interests of investors. In addition to publishing relevant information in real time on the website of the public information Observatory designated by the competent authority in accordance with relevant regulations, the Company also posts relevant information on the Company website, and the Company spokesperson is responsible for replying shareholders' questions.
- D. Supplier relationship: The Company has established a "Supplier management policy", which values long-term relationship with partners and corporate social responsibility, and establishes a relationship of mutual trust and mutual benefit with suppliers.
- E. Rights of Stakeholders: Stakeholders communicate with the Company without hindrance to protect their legitimate rights and interests.
- F. Directors' training: The directors of the Company are required to take courses related to corporate governance outside the Company.
- G. Implementation of risk management policies and risk measures: The Company's major operational policies, investment plans, bank financing, endorsement guarantees, and capital loans. Such major proposal are evaluated and analyzed by the authority and responsibility department and the Risk Management Committee, and implemented based on the resolutions of the board of directors. The Audit office also prepares the annual audit plan based on the results of the risk assessment.
- H. Implementation of customer policy: Set up 0800 special number for service consultation, and assign dedicated staff to make follow-up and improvement in response to customers' problems.
- I. Liability insurance purchased for directors and supervisors: The Company began to purchase liability insurance for directors and supervisors in 2018 and announced it on the market observation post system.
|
No material deviation
|
- XI Please explain the improvements made in accordance with the Corporate Governance Evaluation results released by the Taiwan Stock Exchange's Corporate Governance Center, and provide the priorities and plans for improvement with items yet to be improved.
- A. Matters discussed by and the results of the Remuneration Committee are fully disclosed in the Annual Report.
- B. In 2020, the Company began to disclose the communication between Independent Director and internal audit supervisor and accountant on the Company's website.
- C. The Company appointed a corporate governance director in 2019 to be responsible for matters related to corporate governance.
- D. The Company amended its Articles of Association in 2020 and established an Audit Committee following the reelection of directors in 2021.
|
