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GOVERNANCE
Corporate Governance Structure

Corporate Governance: Ethical Corporate Management Best Practice Principles

Corporate governance structure
  • 01
    The Setups and Operations of Corporate Governance Units
    The finance department of the company is responsible for corporate governance-related affairs, and is supervised by the vice president of finance. It was approved by the board of directors on January 29, 2010. He is the director of corporate governance of the company, the manager of the company, and has the ability to engage in public offering companies. More than three years of management experience in legal, financial or stock affairs.
    Corporate governance-related matters and the scope of authority of corporate governance personnel, including the following:
    1. Company registration and updates.
    2. Responsible for matters related to the board meetings and shareholders meetings by law, and assist the company in complying with relevant laws and regulations.
    3. Take minutes of the board meetings and shareholders meetings.
    4. Prepare files required by the directors and supervisors to carry out their duties and update them on the latest laws and regulations for business operations.
    5. Handle matters related to investor relations.
    6. Handle matters related to investor relations.

    Business execution in 2022:

    1. In 2022, a total of 10 meetings of the audit committee and 16 meetings of the board of directors were convened. An annual general meeting (AGM) was also convened on May 27, 2022: engaging in the planning of meeting agendas, preparing files for the board meetings and annual general meeting, and taking minutes during the meetings.
    2. A total of 3 amendments to the company registration were made in 2022.
    3. Providing directors with continued education and the latest updates on relevant laws and regulations.
    4. An investor conference was convened on October 18, 2022 to deal with the letters sent and phone calls made by the investors.

    Continued education and relevant courses provided in 2022 are as follows:

    Starting Date Ending Date Sponsor Course Title Hours
    111.12.09 111.12.09 Securities and Futures Institute Introduction and Case Study of Short-swing trading within the Company 6
    111.12.20 111.12.20 Securities and Futures Institute Tax Governance and Technology Solutions from the Perspective of ESG and Epidemic Prevention 6
    111.12.21 111.12.21 Securities and Futures Institute Supervision of Enterprise Risk Management and Crisis Management for Directors and Supervisors 3
    111.12.21 111.12.21 Securities and Futures Institute Discussion on Human Resources and Employee Placement Issues in Enterprise Mergers and Acquisitions 3
    Total Hours of the Year
    18
  • 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.