YEAR 2020
Corporate Governance
Major Resolutions of The Board of Directors’ Meeting
during 2020
Term | Session | Date | Major resolutions |
17 | 24 | 2020.01.15 | (1) The 2019 performance evaluation results are reported to the remuneration committee (Proposed by the remuneration committee). (2) The 2019 performance evaluation results are reported to the Board of directors (Proposed by the remuneration committee). (3) The passing of the proposal of the allocation of year-end bonus to managerial officers 2019 (proposed by Remuneration Committee). (4) Passed the motion for allocation of remuneration to directors/supervisors 2019 (proposed by the remuneration committee). (5) Passed the motion for allocation of employee compensation and managerial officers 2019 (proposed by the Remuneration Committee). (6) Canceled the Company’s third purchase of treasury shares and the selected date of capital reduction. |
17 | 25 | 2020.02.24 | (1) Status of the Company’s self-compiled financial reports has been submitted. (2) Stakeholders’ concerned issues and the Company’s handling status of 2019 have been submitted. (3) Liability insurance for directors, supervisors, and officers of 2020 has been submitted. (4) Acknowledged the Company’s annual final accounts and statements, and consolidated financial statements 2019. (5) Motion of 2019 earnings distribution. (6) Allocation of cash dividends from capital surplus. (7) The 2019 Statement on Internal Control. (8) Proposal of the renewal of short-term credit facilities. (9) The new medium-term credit facilities of Shanghai Commercial and Savings Bank. (10) Motion of lending funds to the subsidiary ChengDu KNH Technology Co., Ltd. (11) Motion of the cancellation of providing endorsements/guarantees to the subsidiary K. Jie Water & Environmental Engineering Co., Ltd. (12) Motion of capital increase of the subsidiary Shanghai KNH International Trading Co., Ltd.. (13) Assessment of Company’s CPA independence and suitability in 2020. (14) Motion for the amendments to part of the provisions of the Company’s “Articles of Incorporation.” (15) Motion for the amendments to part of the provisions of the Company’s “Rules of Procedure for Shareholders’ Meetings.” (16) Motion for the amendments to part of the provisions of the Company’s “Regulations Governing Procedure for Board of Directors’ Meetings.” (17) Motion for the amendments to part of the provisions of the Company’s “Regulations Governing for Loaning Funds to Others.” (18) Motion for the amendments to part of the provisions of the Company’s “Regulations Governing for Making Endorsements and Guarantees .” (19) Motion for the amendments to part of the provisions of the Company’s “Regulations Governing for the Acquisition or Disposal of Assets.” (20) Motion of by-election of the Company’s 18th Board (including independent directors). (21) Motion of acceptance of director (including independent directors) candidate list nominated by shareholders. (22) Motion of the director (including independent directors) candidate list of the 18th Board nominated by the board of directors. (23) Lifting of the Company’s Business Prohibition of Competition Clause for Newly Elected Directors after the 2020 General Shareholders’ Meeting (including independent directors). (24) The Company’s general shareholders’ meeting held in 2020. |
17 | 26 | 2020.04.24 | (1) The Company’s general shareholders’ meeting held in 2020. (2) Motion of the director (including independent directors) candidate list of the 18th Board nominated by shareholders. (3) Motion of the review on the director (including independent directors) candidate list of the 18th Board required by the law. (4) Review of the proposal of the of the shareholders acceptance as required by the law. (5) Motion of the new investment for melt-blown nonwoven machine. (6) The new medium-term credit facilities under the original total credit facilities of NTD300 million from the First Bank. (7) The new medium-term credit facilities under the original total credit facilities of NTD300 million from the First Bank. (8) The new medium-term credit facilities under the original total credit facilities of NTD300 million from the First Bank. (9) Motion for the amendments to part of the provisions of the Company’s “Rules Governing the Scope of Powers of Independent Directors”. (10) Motion for the amendments to part of the provisions of the Company’s “Remuneration Committee Charter” (proposed by the Remuneration Committee). (11) Motion for the amendments to part of the provisions of the Company’s “Procedures of Remuneration to Directors, Supervisors and Managers” (proposed by the Remuneration Committee). |
17 | 27 | 2020.05.07 | (1) Motion for the amendments to part of the provisions of the Company’s “Regulations on Authorization of Duties and Representatives.” |
18 | 1 | 2020.06.11 | (1) Motion for the election of the 18th Chairman of the Board of Directors. |
18 | 2 | 2020.07.01 | (1) Motion for the appointment of the Company’s 4th Remuneration Committee members. (2) Selection of base date and distribution date for allocation of cash dividends from capital surplus. (3) Selection of the date of payment for remuneration to directors/supervisors and employees. (4) Motion for the new medium-term credit facilities of Jih Sun International Bank. (5) Motion for the new medium-term credit facilities of Jih Sun International Bank. (6) Amendments to the “Principle for Ethical Corporate Management Best Practice and Guidelines for Codes of Ethical Conduct.” (7) The motion of the Company’s amendments to some provisions in the “Principle for Ethical Corporate Management Best Practice and Guidelines for Codes of Ethical Conduct.” (8) Motion for the amendments to part of the provisions of the Company’s “Regulations Governing Supervision of Subsidiaries.” (9) Motion for the amendments to part of the provisions of the Company’s “Regulations Governing Supervision of Subsidiaries.” (10) Motion for the amendments to part of the provisions of the Company’s “Operational Procedures for Applications for Halt and Resumption of Trading.” (11) Motion for the amendments to part of the provisions of the Company’s “Operating Procedures for Handling Internal Material Information and Preventing Insider Trading.” |
18 | 3 | 2020.07.16 | (1) Motion for the disposal of land and plant of the Company’s subsidiary - ChengDu KNH Technology Co., Ltd. (proposed by the Audit Committee). |
18 | 4 | 2020.08.05 | (1) Motion for the new endorsements/guarantees of KNH (Shanghai) Co., Ltd. (proposed by the Audit Committee). (2) Motion for the amendments to part of the provisions of the Company’s “Remuneration Committee Charter ” (proposed by the Audit Committee). (3) Motion for the amendments to part of the provisions of the Company’s “Procedures for the Board of Director’s Performance Evaluation” (proposed by the Audit Committee). (4) Motion for the amendments to the Company’s “Management Measures of the Division of Rights and Responsibilities” (proposed by the Audit Committee). |
18 | 5 | 2020.11.05 | (1) Motion for the remuneration to the newly hired vice president, Wang, Chen- Lung, of Industrial Materials Business Division of the Company (proposed by the Remuneration Committee). (2) Motion for the renewal of endorsements/guarantees of KNH (Shanghai) Co., Ltd. (proposed by the Audit Committee). (3) Motion for the renewal of endorsements/guarantees of KNH (Shanghai) Co., Ltd. (proposed by the Audit Committee). (4) Motion for the cancellation of the investment company ChengDu KNH Technology Co., Ltd. in China (proposed by the Board of Directors of Outlook Investment Pte Ltd.) (5) Motion for the amendments to the Company’s “Accounting System” (proposed by the Audit Committee). |
18 | 6 | 2020.12.30 | (1) Report of the Company’s ethical corporate management status for 2020. (2) Motion for the 2021 budgets of the Company and its subsidiaries (proposed by the Audit Committee). (3) Motion for the amendments to the Company’s “Management Measures of the Division of Rights and Responsibilities” (proposed by the Audit Committee). (4) Motion for the amendments to the Company’s internal control system and internal audit enforcement rules (proposed by the Audit Committee). (5) Motion for establishing the Company’s audit execution plan for 2021 (proposed by the Audit Committee). |
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