Operating Situation
Corporate Governance Implementation Status
In order to implement corporate governance, the company has established a "Corporate Governance Code", which was approved by the board of directors on 2020/11/13: the chairman's office is the unit that promotes corporate governance and manager Linda Yao is appointed as the Chief Corporate Governance Officer. She has engaged in the supervisory position of stock affairs and corporate governance related affairs units of public offering companies for more than three years.
The main responsibilities of the Chief Corporate Governance Officer include: - Supervise the handling of matters related to the meetings of the board of directors and shareholders' meetings in accordance with the law, and prepare minutes of meetings.
- Assist directors in their appointment and continuing education.
- Provide directors with the information necessary to execute their duties.
- Assist directors in complying with the law.
- Other matters stipulated in the company's articles of association or contract, etc.
The company reported to the board of directors on the implementation of corporate governance this year on 2023/12/8. The main business implementation is as follows:
- Set the agenda of the board of directors and functional committees, notify the directors/committees 7 days in advance, convene a meeting and provide meeting materials, remind in advance if the topic needs to avoid interests, and complete the minutes of the meeting within 20 days after the meeting.
- Assist the board of directors and functional committees in drafting annual work plans and meeting agendas, and provide reference information and opinions on the legality, legitimacy, and feasibility of the proposals for reference when the board of directors and functional committees deliberate.
- Regularly review changes in laws and regulations, revise the company's internal regulations, and ensure that the operations of the company's shareholders' meeting, board of directors and functional committees do not violate laws and regulations and the company's corporate governance standards and other relevant regulations.
- Evaluate and purchase appropriate directors' and managers' liability insurance.
- All directors have completed a 6-hour director training course in 2022, and assisted new directors to complete a 12-hour director training course.
- The number of hours of professional training for Chief Corporate Governance Officer who have reached the "Main Points for the Establishment of the Board of Directors of Listed Companies and the Exercise of Powers" in 2023.
- Conduct performance appraisals in accordance with the "Performance Appraisal Measures of the Board of Directors" stipulated by the company.
- Two Investors Conferences were held to maintain communication with stakeholders in 2023.
Continuing Education Training of Chief Corporate Governance Officer in 2023:
(1).jpg)
See details on the Corporate Governance Implementation Status. 下載 Ethical Corporate Management Status
In order to improve the management of honest management, the company has formulated the "Code of Ethical Conduct for Directors and Managers", "Integrity Management Operating Procedures and Behavior Guidelines" and "Reporting Handling Procedures", and the Integrity Management Committee is the unit that promotes corporate integrity management. The unit formulates and supervises the implementation of integrity management policies and prevention plans to ensure the implementation of integrity management; on 2022/7/15 and 2022/10/28, it publicizes the relevant regulations of corporate integrity management to directors and employees, and the number of participants is 103 , and on December 9, 2022, the board of directors reported on the implementation of corporate integrity management this year. There was no violation of integrity management in the company that year. Please refer to the attached file for details of its job duties and operation.
See details on the Ethical Corporate Management Status. 下載 Sustainable Development Status
In order to implement corporate social responsibility and sustainable management, the company has set up a Corporate Sustainability Committee to supervise and manage the operation of the company's overall corporate social responsibility policy, and is committed to the sustainable development and promotion of the economy, environment and society. Its work responsibilities and Please refer to the attached file for the operation status.
See details on the Sustainable Development Status. 下載 Prevention Management of Insider Trading
Insiders such as directors, managers or employees of the company are not allowed to profit from insider trading or market information asymmetry; Business, insider shareholding and corporate governance, often and immediately use the public information observation station or the website set up by the company to provide information to shareholders. Please refer to the attached file for details on the operation status.
See details on the Prevention Management of Insider Trading. 下載 Performance Evaluation of Board and Functional Committees
According to the company's "Board of Directors Performance Evaluation Method", the performance of the overall board of directors, individual directors and functional committees is regularly evaluated every year.
- The company has already reported to the board of directors on 2023/3/29.
- Evaluation unit: The discussion unit sends questionnaires to the directors and members of the functional committees, returns the questionnaires and analyzes the self-assessment results and then submits them to the board of directors and functional committees.
- Evaluation period: 2022/1/1~2022/12/31.
- Assessment content: Please see the link below.
Succession Planning for Board Members and Key Management Personnel
The company's directors are elected based on the "Articles of Association" and adopts a candidate nomination system, and the "Corporate Governance Code of Practice" stipulates that the composition of the board of directors should consider diversity, and consider the practical operation of the company's business development. It is not limited to the standards of basic conditions and value, professional knowledge and skills. Please refer to the attached file for the planning situation.
See details on the Succession Planning for Board Members and Key Management Personnel. 下載 Implementation of Risk Management Policy
The company has passed the resolution of the board of directors on 2022/11/9 to add a new "Risk Management Practice Policy", which follows the relevant provisions of the "Organizational Panorama and Risk Management Procedures", and carries out environmental, social and corporate governance issues in accordance with the principle of materiality. Evaluation, to ensure the integrity, effectiveness and rationality of risk management, and to effectively evaluate and supervise the company's risk-taking capacity, determine risk response strategies, and compliance with risk management procedures. Please refer to the attached file for the planning situation.
See details on the Implementation of Risk Management Policy. 下載 See details on the Risk Management Practice Policy. 下載