The Company’s Board of Directors approved and established the Corporate Governance Officer on August 7, 2020, who is responsible for corporate governance-related matters.
Include providing information necessary for the Board of Directors to carry out its business, conducting meetings of the Board of Directors and shareholders’ meetings in accordance with the law, registering companies and registering changes, preparing minutes of Board of Directors and shareholders’ meetings, and assisting the Board of Directors in strengthening its functions and implementing matters such as safeguarding the rights and interests of stakeholders and treating shareholders equally.
At the Board of Directors’ meeting on August 10, 2020, the Company approved the appointment of Ms. Lucy Lee, as the ” Corporate Governance Officer.” She has at least three years of experience in a public company’s financial and business affairs and supervisory positions in corporate governance-related affairs units.
Her primary duties include the following.
I. Corporate Governance Best Practice Principles：
The Company has established “Corporate Governance Best Practice Principles” in accordance with Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and approved by the Board of Directors on January 23, 2015. In order to comply with the international trend of corporate governance development and in response to the issues of international concern in recent years, the relevant contents were revised five times from 2015 to 2021 as approved by the Board of Directors and disclosed on the Market Observation Post System and the Company’s website.
II. Shareholding structure & shareholders’ rights
III. Composition and responsibilities of the Board of Directors
IV. Corporate governance affairs unit
The Company’s Board of Directors approved and established the Corporate Governance Officer on August 7, 2020, who is responsible for corporate governance-related matters. Include providing information necessary for the Board of Directors to carry out its business, conducting meetings of the Board of Directors and shareholders’ meetings in accordance with the law, registering companies and registering changes, preparing minutes of Board of Directors and shareholders’ meetings, and assisting the Board of Directors in strengthening its functions and implementing matters such as safeguarding the rights and interests of stakeholders and treating shareholders equally.
V. Communication with stakeholders
The Company values the interaction with its stakeholders and maintains smooth communication channels with banks and other creditors, employees, customers, suppliers, local communities, non-governmental organizations, government entities or stakeholders of the Company, and respects and protects their legitimate rights and interests. When the legitimate rights and interests of stakeholders are infringed, the Company will deal with them appropriately and in good faith. The Company holds quarterly labor-management meetings at least four times a year to fully communicate with employees. The Company has set up a stakeholder mailbox (firstname.lastname@example.org), which is disclosed on the official website, so stakeholders can understand and communicate via e-mail. The Company designates a person responsible for the collection and disclosure of corporate information, and publishes financial information and shareholder information on the Market Observation Post System and the Company’s website, and establishes a spokesperson system to ensure that information that may affect investors’ and stakeholders’ decisions is timely and appropriate, and that corporate governance is honest and transparent.
VI. A professional shareholder service agency
The company has appointed the Transfer Agency Department of Chinatrust Commercial Bank, a professional agency to deal with shareholders’ meeting affairs.
VII. Information disclosure
VIII. Other Infomation
Succession Planning of Board Members and Implementation
The Company’s “Articles of Incorporation” specifies that the election of directors shall adopt a candidate nomination system and shall be conducted in accordance with ”Rules for Election of Directors”. In addition, as stipulated in the Company’s “Corporate Governance Best Practice Principles”, the composition of the Board of Directors shall be determined by taking diversity into consideration. The appropriate policy on diversity based on the company’s business operations, operating dynamics, and development shall be formulated and include, without being limited to, the following two general standards:
1. Basic requirements and values: Gender, age, nationality, and culture.
2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills (such as operational judgment ability, accounting and financial analysis ability, management administration ability, crisis management ability, knowledge of the industry, an international market perspective, leadership ability, making policy decisions ability) and industry experience.
The Company has established the “Board of Directors Performance Evaluation Guidelines” and uses the performance evaluation items, including the familiarity with the goals and missions of the Company, awareness of the duties of a Director, participation in the operations of the Company, management of internal relationships and communications, the Director’s professionalism and continuing education, and internal controls, and expression of opinions to ensure the effective operations of the Board of Directors and to evaluate the performance of Directors as future reference for the selection of Directors.
Regarding the succession planning of the Board of Directors, the Company has established a director candidate database based on the following stand ards:
1. Integrity, responsibility, innovation and decision-making ability.
2. Should have the knowledge, skills, and experience necessary to perform their duties
3. There must be at least one female Director on the Board of Directors, and the overall Board expertise must include business, legal affairs, finance, accounting or corporate business and other related fields.
The company arranges refresher courses for Board members. Covering courses related to corporate governance topics such as finance, risk management, business, commerce, legal affairs, accounting, and corporate social responsibility, or courses on internal control systems, financial reporting responsibilities, etc., at least 6 to 18 hours of refresher courses will be arranged for each person per year. Continuously enhance the professional knowledge of board members and acquire new knowledge.
Succession Planning of Senior Executives and Implementation
The successors to the Company’s senior executives must have good moral values and conduct. In addition to having management, decision-making, analysis and crisis management capabilities, their values must be in line with the Company’s corporate culture and business philosophy – “steadfast, Honest and Trustworthy” is consistent.
In order to cultivate the Company’s senior executives and their job agents, the Company plans training courses, including courses related to professional abilities, corporate governance and corporate management, in order to cultivate judgment and problem-solving abilities in addition to professional ability training, and improve management capabilities and thinking. Each person arranges at least 16 to 20 hours of training courses per year.
The Company conducts employees’ performance appraisals every year. Through daily observation and performance evaluation, the Company understands areas that should be strengthened, personal development needs and company expectations, and uses the appraisal results as a reference for future succession planning.