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GOVERNANCE
Corporate Governance Structure

Corporate Governance: Ethical Corporate Management Best Practice Principles

Corporate governance structure
  • 01
    Corporate Governance Units
    Under the supervision of the Vice President of Finance, the Finance Department of our company is responsible for corporate governance. As resolved by the Board of Directors on January 29, 2021, the Vice President of Finance serves as the head of corporate governance and holds the position of an executive officer within the company, possessing extensive experience of over three years in legal, financial, or equity management within publicly traded companies.
    The responsibilities and authority of the corporate governance unit and its personnel encompass the following:
    1. Ensuring compliance with legal requirements and managing the proceedings of Board of Directors and shareholders' meetings.
    2. Taking minutes for Board of Directors and Shareholders' meetings.
    3. Facilitating the appointment and continuous professional development of directors and supervisors.
    4. Furnishing directors and supervisors with requisite information for the effective execution of their duties.
    5. Assisting directors and supervisors in following relevant laws and regulations.
    6. Reporting to the Board of Directors on the eligibility assessment of independent directors during nomination, appointment, and tenure.
    7. Managing procedures related to changes in the composition of the Board of Directors.
    8. Addressing other matters stipulated in the company's articles of association or contractual agreements.

    Business Performance in Fiscal Year 2023:

    1. 1. In fiscal year 2023, a total of 10 Audit Committee meetings and 12 Board of Directors meetings were convened. On June 26, 2023, the Annual General Meeting of Shareholders was held, involving agenda planning, provision of meeting materials to directors (shareholders), and completion of relevant meeting minutes.
    2. 2. Four company registration changes were processed during fiscal year 2023.
    3. 3. Information on training courses for directors was provided, along with updates on the latest legislative amendments.
    4. 4. The Investors' Conference was held on August 30, 2023, and inquiries from investors via mail or phone were addressed.
    5. 5. Reports were submitted to the Board of Directors on the eligibility assessment of independent directors during their tenure to ensure compliance with relevant laws and regulations.

    Training and Education in Fiscal Year 2023:

    Starting Date Ending Date Organizer Course Hours
    2023.11.22 2023.11.22 Taiwan Academy of Banking and Finance ESG Corporate Social Responsibility 3
    2023.12.12 2023.12.12 Securities and Futures Institute (SFI) Concept, Practices, and Tools for Group Tax Governance 3
    2024.01.11 2024.01.11 Accounting Research and Development Foundation District Perspective: Comprehensive Review of Internal Control Deficiencies 6
    Total Hours of Education and Training
    12
  • 02
    The setup and operation of ethical management workgroup:
    Jointly set up by the administrative department, management department, and human resource department, our ethical management workgroup is subordinated to the board of directors and is in charge of devising ethical management and anti-corruption policies while making sure that they are delivered. Our ethical management workgroup is in charge of the following projects and reports to the board of directors once a year.
    1. Assisting in the integration of ethical management into the company's business strategies and making sure that the anti-corruption policies are devised to meet statutory and regulatory requirements.
    2. Devising anti-corruption policies and stipulating standard operating procedures and guidelines for each solution.
    3. Organizing, staffing, and supervising internal organization and establishing a check and balance system for business activities with a higher risk of bribery and corruption.
    4. Enforcing and coordinating the training and advocacy of ethical corporate management.
    5. Organizing a whistleblowing system and making sure that it is enforced.
    6. Assisting the board of directors and management to audit and evaluate whether all preventive measures are taken to ensure ethical corporate management, deciding the legal compliance of relevant business procedures regularly, and preparing a report.
    We have reported the implementation to the Board of Directors on February 20, 2023.

    Actions taken to enforce ethical corporate management and solutions for preventing corruption and bribery:

    1. We have devised the "Code of Ethical Corporate Management", "Standard Operating Procedures for Ethical Corporate Management and Behavioral Guidelines", and "Ethical Code of Conduct" to regulate business activities with a higher risk of corruption, such as accepting bribes and embezzling public funds.
    2. We have established a whistle-blowing system that designates a dedicated unit for accepting reports, carrying out a thorough inspection, and keeping the reporter's personal information completely confidential. We also signed a contract with the reporter to ensure that they're protected against retaliation from the defendant.
    3. We have listed corruptive behaviors as one of the conditions of dismissal in the work rules for employees, made the newly-recruited fully aware of it, and stressed the importance of ethical corporate management in the departmental meetings.

    In 2023, the Human Resource Department has started organizing education and training related to ethical corporate management.