Corporate governance structure
The Board of Directors approved to appoint Frank Xie, Deputy General Manager, as the” Corporate Governance Officer” who is mainly responsible for below items:
- Handling matters relating to board meetings and shareholders’ meetings according to laws.
- Producing minutes of board meetings and shareholders’ meetings.
- Furnishing information required for business execution by directors.
- Assisting directors with onboarding, continuous development and legal compliance.
- Reporting to the Board of Directors whether the qualifications of independent directors is in accordance with relevant laws and regulations when independent directors are nominated, elected or during their tenure.
- Dealing with related affairs about the change of directors.
That officer has a minimum of three years’ experience in financial management in a public company and has participated in appropriate educational training courses to comply with the stipulations of the regulations. The corporate governance operation status of year 2023 was listed below and proposed at the Board meeting on March 7, 2024:
Assisting directors for business execution, furnishing information required by them, and assisting them for continuous education.
- Irregularly revising the internal procedures in accordance with the latest corporate governance-related laws and regulations and furnishing those to directors as references when they took office.
- Furnishing information required for business execution by directors. Maintaining a smooth communication channel between directors and the Company’s staff.
- Arranging communication forums with independent directors, chief internal auditor and CPAs.
- Furnishing educational information to directors.
Handling matters relating to board meetings and shareholders’ meetings.
- Confirming the convention of board meetings and shareholders’ meetings in accordance with related laws and Corporate Governance Practice Principles.
- Preparing the meeting notice, handbook, and meeting minutes of shareholders’ meeting before the deadline.
- Planning the agenda for a Board meeting and sending notice to all Board members seven days before the meeting. Conducting the meeting and providing meeting data. Sending notice ahead on proposal items with conflicts of interest and completing the meeting minutes within twenty days after the meeting.
- Reporting corporate governance operation status to directors.
Continuing education of Corporate Governance Officer：
| Time of education | Sponsoring organization | Name of course | Hours | Total hours |
|---|---|---|---|---|
| Time of education | Sponsoring organization | Name of course | Hours | Total hours |
| April 10, 2023 | Taiwan Investor Relations Institute | 2023 KPMG Taiwan Leadership Academy Forum –Business Opportunities and Challenges under the Net Zero Boom | 3 | 15 |
| April 11, 2023 | Taiwan Academy of Banking and Finance | Corporate Governance Forum | 3 | 15 |
| July 4, 2023 | Taiwan Stock Exchange | 2023 Cathay Sustainable Finance and Climate Change Summit Forum | 6 | 15 |
| October 27, 2023 | Securities and Futures Institute | Sustainable Development Practice Seminar | 3 | 15 |
Ethical corporate management
We have adopted “Ethical Management Principles” and “Codes for Ethical Management”, and established the concurrent unit – “Business Integrity Promotion Team” responsible for promoting of ethical corporate management affiliated to the Board of Directors. This unit should report the implementation status to the Board of Directors at least once a year. The recent proposal to the Board meeting was on March 7, 2024. The implementation status of ethical corporate management policies in 2023 is listed as below table:
| Items | The implementation status |
|---|---|
| Items | The implementation status |
| Educational trainings | The Company has held “Responsible Business Alliance (RBA) Code of Conduct” training for all employees. The content includes ethical management, no dishonest profit, identification protection, retaliation preventing, and so on. In 2023, 903 trainees participated the training with 1,806 training hours in total. In the part of law safety, it opened a total of 63 classes. |
| Annual test | The Company has administered the annual test to all employees, and the range of the tests includes “Ethical Management Principles” and “Codes for Ethical Management”. The key point of the annual test in 2023 was to keep integrity in operation, prohibit dishonest profit and damage to the interests of stakeholders, respect to intellectual property rights of the Company and secure the customer’s data in business activities. |
| Compliance propaganda | The Company has set up a “legal compliance zone” on internal website to integrate the laws related to business activities. Also, the Company has promoted advocacy education for ethical management to remind new employees and active employees of precautions when they are doing business through teaching materials. |
| Regular check | The Company has assessed the risk of corruption to the operational activities of important operating bases. The internal audit and the compliance-based self-evaluation were led by the Audit Office every year to achieve effective control and implementation, jointly manage and prevent the occurrence of unethical behaviors. There is no corruption and anti-competition activity in 2023. |
| Communication channel | The employees may respond to the Administration Dept. via multiple and smooth channels. The Company has also actively announced the ethical corporate management policies and implementation status of that by the external documents or activities such as the Company’s website, annual report and investor conference. There is no response from employees in 2023. |
| Reporting system / whistleblower protection | The Company has adopted “Codes for Ethical Management” which regulate whistleblowing methods to prevent unethical behaviors actively and to encourage internal and external persons to report unethical behaviors or improper conduct. Also, the Audit Office has been appointed to accept the report. The Company has established the channel of “improper conduct complaint” on the official website externally for the manufacturers, customers and employees. Internally, the Administration Dept. and Audit Office has provided a hotline, e-mail and special mailbox as the statement channels for employees. The Company has established a whistleblower protection system to keep confidential the whistleblowers and their reports and promise to protect the whistleblowers from any retaliation due to reporting unethical behaviors. However, no improper conduct was reported in 2023. |
Specific measures to prevent insider trading
• The Company has formulated the “Procedures of Prohibiting Company Insiders from Trading Securities” with reference to the “Sample Template for XXX Co., Ltd. Procedures for Handling Material Inside Information” and the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” for directors, managers and employees to follow.
• The Company educates directors, managers and employees on the provisions of laws and regulations related to insider trading at least once a year. In 2024, education and publicity were arranged for new directors and managers within three months after taking office, and for new employees, Administration Department has conducted those at pre-employment training.
• A total of 909 current directors, managers and employees were successively given 2 hours of relevant education and publicity in November and December 2023, including the scope of material information, confidentiality/disclosure operations, as well as the reasons for the formation of insider transactions, the identification process and transaction examples, and sent the course briefing file to all directors, managers and employees for reference.
• In the annual course on advocating the prohibition of insider trading for directors, the Company reminds directors not to trade the Company’s shares during the closed period 30 days before the announcement of the annual financial report and 15 days before the announcement of the quarterly financial report.
• After confirming the date of the board meeting for the approval of the annual and quarterly financial reports, the Company will notify all directors not to trade the Company’s shares during the closed period by e-mail one week before the start of the closed period, so as to avoid directors accidentally violating the regulations.