YEAR 2018
Corporate Governance
Major Resolutions of The Board of Directors’ Meeting
during 2018
Term | Session | Date | Major resolutions |
17 | 5 | 2018/01/19 | (1) Passed the motion for allocation of year-end bonus to managerial officers 2017 (proposed by Remuneration Committee); (2) Passed the motion for allocation of remuneration to directors/supervisors 2017 (proposed by Remuneration Committee); (3) Passed the motion for allocation of remuneration to employees and managerial officers 2017 (proposed by Remuneration Committee); (4) By-election of 1 Remuneration Committee member; (5) Passed the motion for changing the Company’s chief accountant. |
17 | 6 | 2018/02/26 | (1) Reported the Company’s preliminary evaluation on the “potential effect produced by implementation of IFRS 16 Lease to the financial report”. (2) Reported the liability insurance taken out by the Company for its directors and supervisors. (3) Ratified the Company’s annual final accounts and statements, and consolidated financial statements 2017. (4) Passed the motion for allocation of earnings 2017. (5) Passed the budget statement 2018. (6) Passed the statement for declaration of internal control 2017. (7) Passed the motion for renewing the short-term bank loan facility. (8) Passed the motion for making endorsements/guarantees for investees; (9) By-election of 1 independent director of 17th term. (10) The motion for calling the general shareholders’ meeting 2018. |
17 | 7 | 2018/03/16 | (1) Passed the motion for capital increase of the subsidiary, Outlook Investment Pte Ltd. (2) Passed the motion for reward to the new vice president, Mr. Pan,Ya-Lin (proposed by Remuneration Committee). |
17 | 8 | 2018/05/02 | (1) Passed the motion for reviewing the qualification of shareholders holding more than 1% of the Company’s shares nominated as the independent director candidates pursuant to laws. (2) Passed the motion for reviewing motions proposed by shareholders during limitation period pursuant to laws. (3) Passed the motion for termination of non-competition restriction imposed on the Company’s directors and managerial officers. |
17 | 9 | 2018/05/14 | (1) Canceled the motion for investment in Mainland China - Company V; (2) Set up the “Board of Directors’ performance evaluation”. (3) Set up the “Assessment of CPA independence and suitability”. (4) Assessment of Company’s CPA independence and suitability in 2018. (5) Replacement of the Company’s accounting manager. |
17 | 10 | 2018/06/14 | (1) Determination of ex-dividend date. (2) Determination of the distribution date of shareholders’ cash dividends, compensation to directors and supervisors and employee compensation. (3) Appointing the members of the Remuneration Committee. (4) The 2018 annual salary adjustment procedure and salary adjustment for the Company manager (proposed by the remuneration committee). (5) Proposal of the new short-term credit facilities. (6) Proposal of the guarantee to K Jie Water & Environmental Engineering Co., Ltd. |
17 | 11 | 2018/08/08 | (1) Proposal of the new long-term credit facilities. (2) Canceled the Company’s second purchase of treasury shares and the selected date of capital reduction. (3) The former Sales Director of International Business Operation and Development Lee, Hui-Ju to be promoted as the manager of the Company (proposed by the remuneration committee). (4) Approved the lifting of non-competition restriction on the managers of the Company. (5) Revision of the “Regulations Governing Procedure for Board of Directors’ Meetings”. (6) Revision of the “Operating Procedures for Handling Internal Material Information and Preventing Insider Trading” |
17 | 12 | 2018/10/12 | (1) The proposed salary of the new deputy general manager Yang, Fang-Bin (proposed by the remuneration committee). |
17 | 13 | 2018/11/13 | (1) Report of the settlement of the investment in Shanghai Kang You International Trading Co., Ltd. (2) Passed the motion for making endorsements/guarantees for investees. (3) The Company’s letter of support for financing subsidiaries. (4) Revision of the “Articles of Incorporation”. (5) Proposal of the 2019 audit plan. |
17 | 14 | 2018/12/27 | (1) Revision of the “Articles of Incorporation”. (2) Proposal of the 2019 budget plan. (3) Proposal of the new long-term joint credit (syndicated bank loans). (4) Proposal of the new long-term credit facilities. (5) Passed the motion for capital increase of the subsidiary, Outlook Investment Pte Ltd. |
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