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ACTIONS AND RESULTS |
In accordance with the Company Act, the Securities and Exchange Act, and other relevant securities management regulations, the Company has amended its operational standards including the “Corporate Governance Best Practice Principles”, “Corporate Social Responsibility Best Practice Principles” and “Ethical Management Policy”.
The Company has established a corporate governance framework and promotes relevant tasks in accordance with the above to safeguard the rights and interests of investors, utilize the functions of the board of directors and relevant functional committees, and promote transparency.
Vice President Ms. Jean Hong shall be the person responsible for corporate governance in the Company. Ms. Jean Hong has more than ten years of experience in conducting financial operations and business meetings in a management capacity in listed companies.
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Her main responsibilities are as follows:
- Formulating company policies and an appropriate organizational structure to facilitate independence of the board of directors, transparency of the company, and effective implementation of compliance, internal audit and internal control.
- Reporting to the board of directors, directors, and the functional committees on the status of corporate governance practices in the company, and checking if shareholders meetings and board meetings are called in compliance with the applicable regulations and corporate governance principles.
- Inviting suggestions from directors prior to a board meeting to facilitate preparation of the meeting agenda; and giving a minimum of 7-day notice to all directors to attend a meeting and providing sufficient materials for the directors to familiarize themselves with the items. Giving prior notice to the individuals involved in the presence of items that involve stakeholder interest and require recusal.
- Registering the date of shareholders meeting and preparing and filing with the authority the shareholders meeting notice, agenda, and minutes by the statutory deadline every year; and completing the procedures after an amendment of the Articles of Incorporation or an election of directors.
- Inspecting the disclosure of material information passed by the board of directors after a board meeting or shareholders meeting in order to ensure the legality and accuracy of said material information and protect parity of investor information.
- Keeping board members informed of latest changes and developments in laws and regulations relevant to the company's field and regarding corporate governance.
- Create yearly study plans or enroll in courses based on the characteristics of the company's business activities and the education and experience of respective directors.
- Providing the directors with necessary company information; and maintaining an open communication channel between the directors and the department leaders.
- Providing assistance to arrange communication between the independent directors and the Chief Audit Officer and the certified public accountants to facilitate understanding of the company's financial operations.
- Other duties pursuant to the Articles of Incorporation or other contracts.
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Please click the link below for Corporate governance operations over the years:
Please click the link below for Corporate governance operations over the years:：
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Corporate Governance Structure |
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2023 Corporate Governance Operating Status |
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Reporting to the board of directors, directors, and the functional committees on the status of corporate governance practices and making sure that shareholders and board meetings are called in compliance with the applicable regulations and corporate governance principles.
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Established the annual work plan and meeting agenda for the board of directors and functional committees, and prepared legislative proceedings. Inviting suggestions from directors prior to a board meeting to facilitate preparation of the meeting agenda; and giving 7-day notice to all directors to attend a meeting by e-mail and providing sufficient materials for the directors to familiarize themselves with the items.
Gave prior notice to the individuals involved where there were items involving stakeholder interest and requiring recusal. Held 7 board meetings, 7 Audit Committee meetings, 3 Compensation Committee meetings, 2 Nomination Committee meetings, 2 Growth Strategy Committee meetings, and 2 Corporate Sustainability Committee meeting in 2023. The details of the above meetings are on the Company's website.
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Inspecting the disclosure of material information passed by the board of directors after a board meeting or shareholders meeting in order to ensure the legality and accuracy of said material information and protect parity of investor information.
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Keeping board members informed of latest changes and developments in laws and regulations relevant to the company's field and regarding corporate governance.
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Providing the directors with necessary company information; and assist directors and department heads to interact and communicate smoothly.
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Registered shareholder meeting date within the legally ordered period (2023 shareholder meeting was held on May 17), and the shareholders' meeting shall be completed within the time limit specified by the competent authority.
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Arranged 6 hours of educational training for the directors on “The function and role of financial strategy” and “Matters needing attention in corporate mergers and acquisitions”.
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Arranged communication between independent directors and internal auditors/Certified Public Accountants during Audit Committee meetings. Summarizes can be found on the Company’s website.
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On October 30, 2023, report the company's annual risk management operation and plan to the audit committee, and the audit committee will report to the board of directors, and arrange to report on the implementation of the integrity business to ensure the implementation of the Ethical Management Policy.
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2023 Training record of Corporate Governance Manager |
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Corporate Governance Implementation Status
The Company arranges 6 hours of educational training for directors, and at least one educational promotion for directors and managers regarding the laws and regulations on preventing insider trading, in order to equip them with the professional knowledge needed for their positions.
Directors are reminded of stock trading control measures by email every month, and directors are reminded quarterly not to trade company stocks during the closed period by the Company.
The “Material Insider Information Procedures” is listed as an annual compulsory education and training for all colleagues
(including new recruits). Course briefings and video files are placed in the internal staff system throughout the year, providing a variety of learning channels for all colleagues.
Training implementation about Anti-Corruption including material insider information, anti-trust and compliance courses in 2023.
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Locations |
Total of attendees |
Percentage of total employee |
Total training hours |
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Taiwan |
4,135 |
85% |
27,650 |
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Mainland China |
20,848 |
100% |
62,712 |
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Other overseas |
1,522 |
39% |
9,464 |
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Total |
26,505 |
90% |
99,826 |