YEAR 2021
Corporate Governance
Major Resolutions of The Board of Directors’ Meeting
during 2021
Term | Session | Date | Major resolutions |
18 | 7 | 2021.01.20 | (1) The 2020 performance evaluation results are reported to the Remuneration Committee (Proposed by the Remuneration Committee). (2) The 2020 performance evaluation results are reported to the Audit Committee (Proposed by the Remuneration Committee). (3) The 2020 performance evaluation results are reported to the Board of directors (Proposed by the Remuneration Committee). (4) Proposal of the allocation of year-end bonus to managerial officers 2020 (proposed by Remuneration Committee). (5) Motion for allocation of remuneration to directors 2020 (proposed by the Remuneration Committee). (6) Motion for allocation of employee compensation and managerial officers 2020 (proposed by the Remuneration Committee). (7) Motion for remuneration adjustment of manager Cheng, Fu-Liang (proposed by the Remuneration Committee). |
18 | 8 | 2021.02.24 | (1) Report of the issues concerned by the Company’s stakeholders and the Company’s handling situation for 2020. (2) Report of the liability insurance for the directors and key employees for 2021. (3) Motion for the Company’s 2020 business report and financial statements (proposed by the Audit Committee). (4) Motion for the 2020 earnings distribution (proposed by the Audit Committee). (5) Motion for distributing shareholder dividends in cash for 2020. (6) Motion for the audit and statement of the effectiveness of the 2020 internal control system (proposed by the Audit Committee). (7) Motion for the 2021 evaluation of the independence, suitability and remuneration to the appointed CPAs (proposed by the Audit Committee). (8) Proposal of the renewal of short-term credit facilities. (9) Motion for establishing the Company’s Corporate Governance Manager. (10) Motion for the amendments to part of the provisions of the Company’s “Rules of Procedure for Shareholders’ Meetings”. (11) Motion for the amendments to part of the provisions of the Company’s “Procedures for Election of Directors”. (12) Motion for the amendments to part of the provisions of the Company’s “Audit Committee Charter” (proposed by the Audit Committee). (13) Motion for the amendments to part of the provisions of the Company’s “Regulations Governing Procedure for Board of Directors’ Meetings” (proposed by the Audit Committee). (14) Motion for the amendments to part of the provisions of the Company’s “Rules Governing the Duties and Rights of Independent Directors.” (15) The Company’s general shareholders’ meeting held in 2021. |
18 | 9 | 2021.03.26 | (1) Reported the motion for a capital reduction to make up for the loss for the subsidiary, Outlook Investment Pte Ltd. (2) Motion for the correction of the 2020 earnings distribution (proposed by the Audit Committee). (3) By-election of 1 independent director of 18th term. (4) Motion for establishing the acceptance of nominations from the shareholders for 1 seat for the 18th term of the Company’s independent directors. (5) Motion for the director candidate list for 1 independent director for the 18th Board nominated by the Board of Directors. (6) Motion for the lifting of the Company’s Prohibition of Competition clause for newly elected independent directors after the 2021 annual general shareholders’ meeting. |
18 | 10 | 2021.05.07 | (1) Motion for formulation of the Company’s 2021 annual salary adjustment procedure and salary adjustment for the Company’s managers (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 renewal of medium-term credit facilities of Chang Hwa Bank. (4) Motion for the director candidate list for 1 independent director for the 18th Board nominated by shareholders. (5) Motion for the review of the director candidate list for 1 independent director for the 18th Board in accordance with the law. (6) Motion for the review of shareholder proposals during the acceptance period in accordance with the law. |
18 | 11 | 2021.05.21 | (1) Reported the motion for capital reduction by cash for the subsidiary, Outlook Investment Pte Ltd. (2) Motion for the amendment to part of the provisions of the Company’s “Regulations Governing Management of Employee Performance” (proposed by the Remuneration Committee). (3) Motion for the amendment to part of the provisions of the Company’s “Regulations Governing Year-End Bonus Payment” (proposed by the Remuneration Committee). (4) Motion for the appointment of one member of the Company’s 4th Remuneration Committee. (5) Motion for the capital increase of subsidiary Hi-Pure Biotechnology Co., Ltd. |
18 | 12 | 2021.06.18 | (1) Change of the date, time and venue of the Company’s 2021 annual general shareholders’ meeting. (2) Motion of the new medium-term credit facilities of The Export-Import Bank of the Republic of China. |
18 | 13 | 2021.07.15 | (1) Motion for remuneration of newly hired Vice President, Lin, Glen of Hygiene Products & International Operations Center (proposed by the Remuneration Committee). (2) Selected a date to distribute the Company’s 2020 remuneration to employees and directors. (3) Selected a base date and payment date for cash dividends from the Company’s 2020 earnings. |
18 | 14 | 2021.08.05 | (1) Reported the motion for non-cash capital increase for the subsidiary, Outlook Investment Pte Ltd. (2) Motion for dissolution and liquidation of subsidiary Hi-Pure Biotechnology Co., Ltd. (3) Motion for change of CPAs (proposed by the Audit Committee). (4) Motion for amendments to 2021 budget of the Company and its subsidiaries (proposed by the Audit Committee). (5) Motion for remuneration of newly hired Vice President, Lo, San-Jay of Quality Assurance Center (proposed by the Remuneration Committee). |
18 | 15 | 2021.11.05 | (1) Motion for the renewal of endorsements/guarantees of KNH (Shanghai) Co., Ltd. (proposed by the Audit Committee). (2) Motion for establishing the Company’s audit execution plan for 2022. (3) Motion of the new bank medium-term credit facilities. |
18 | 16 | 2021.12.29 | (1) Report of the ethical corporate management status for 2021. (2) Motion for the 2022 budgets of the Company and its subsidiaries (proposed by the Audit Committee). |
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