Corporate Governance
Practices

A Unit to Be in Charge of Corporate Governance

The Company has established a full-time legal manager under the President’s Office to be responsible for the registration of companies and registration of changes; and a Legal Compliance Team under the Finance Division to be responsible for matters associated with the Board of Directors’ meeting and shareholders’ meeting. Therefore, a number of suitable and appropriate corporate governance personnel has been assigned.

Also, the Company has assigned the vice president of the General Management Office, Wu, Jeng-Rong, as the corporate governance manager by resolution of the Board of Directors’ meeting held on February 24, 2021. Wu will be responsible for the supervision and planning of corporate governance. Responsibilities of the Corporate Governance Manager include: 

  1. 1. Handles matters in relation to the board meeting and shareholders’ meeting.
  2. 2. Produces minutes for the board meeting and the shareholders’ meeting.
  3. 3. Assists in the appointment of directors and continuing education.
  1. 4. Provides information necessary for the directors to carry out their business
  2. 5. Assists the directors in legal compliance.

  1. Corporate governance keys for the year:

    1. 1. A total of 10 board meetings and 6 Audit Committee meetings were held in 2021.
    2. 2. A total of 1 annual general meeting was held in 2021.
    3. 3. All members of the Board of Directors have completed at least 6 credits for their continuing education       
    4.     courses.
    5. 4. The Company takes out liability insurance for the directors and key employees, and reports to the Board of
    6.     Directors after the insurance renewal.
    7. 5. The Company conducted the performance evaluation on the Board of Directors and functional committees. 6. The evaluation results for the Board of Directors, the Audit Committee and Remuneration Committee were
    8.     excellent.
    9. 7. The Company was ranked in the top 6% to 20% of the 7th annual corporate governance evaluation.
    10.     From the date of appointment up until the publication date of the annual report, the Corporate Governance      Manager received a total of 18 hours of continuing education. The Corporate Governance Manager complete
    11.     the continuing education hours as required by the law.
    12. Course dateOrganizing agencyCourse nameCourse hours
      2021.04.07Taiwan Investor Relations Institute (TIRI)Financial Report Analysis for Public Information3 hours
      2021.09.24Institute of Financial Law and Crime Prevention企業併購過程之人力資源與整合議題/併購整合管理實務案例分析3 hours
      2021.10.13Securities & Futures Institute110年度內部人股權交易法律遵循宣導說明會3 hours
      2021.11.05Taiwan Corporate Governance Association企業經營管理實務：工業4.0與你想的不一樣3 hours
      2021.12.03Taiwan Insurance Institute永續發展藍圖及企業落實典範3 hours
      2022.02.22Securities & Futures Institute公司經營權之爭與商事法院審理法之介紹3 hours

     

Operation of The Corporate Governance

  1. 1. Assist independent and general directors to execute their duties, provide necessary information, and arrange further training for directors:
  2.     (1) Notify the members of the board of directors in terms of any amendment and development in which the
  3.          Company’s business filed is in, and the latest law and regulations in relation to corporate governance.
  4.     (2) Review the confidentiality level of related information and provide necessary company information to the
  5.          board of directors. Maintain smooth communication and engagement with directors and various business
  6.          managers every six months.
  7.     (3) Assist in arranging courses for independent directors and general directors according to the industrial
  8.          characteristics and the director’s education (experience) background.
  9.     (4) When in need of individual meetings to understand financial business with the head of internal audit or
  10.          CPAs, independent directors assist in arranging relevant meetings as required by the Corporate
  11.          Governance Best-Practice Principles.
  12. 2. Assist the board of directors and shareholders regarding matters of meeting procedures and resolution
  13.     compliance:
  14.     (1) Review whether the convening of the Company’s shareholders’ meeting and directors’ meetings comply
  15.           with relevant laws and corporate governance measures.
  16.     (2) Assist and remind the directors of the compliance of laws and regulations when performing duties or
  17.          making a formal resolution at the board of directors’ meeting, and make suggestions when the board of
  18.          directors makes a resolution that is against the law.
  19.     (3) Responsible for matters in relation to releasing material information of important resolution after the
  20.          board of directors’ meeting, ensuring the legality and correctness of the content of the material
  21.          information in a bid to protect investors’ transaction information.
  22. 3. It has been proposed to notify the board of directors 7 days prior to the board of directors’ agenda date
  23.     regarding convening of the meeting and providing meeting materials. Prior reminder is required if the
  24.     meeting issue concerns directors who need to recuse themselves due to a conflict of interest, and minutes of
  25.     the board of directors’ meeting must be complete within 20 days after the meeting is convened.
  1. 4. Prior registration of the date of the shareholders’ meeting, and compiling of the meeting notice, meeting
  2.     handbook and meeting minutes within the statutory period, as well as matters in relation to registration of
  3.     changes of amendments to charters or the election of directors.

Corporate Governance Practices

  
 YEAR  2017 

 

YEAR  2018

 

 

YEAR  2019

 

 

YEAR  2020

 

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