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Corporate Government Operation
Corporate governance and integrity operations in compliance with the corporate governance best practice principles for TWSE/TPEx listed companies
1. The company has established and disclosed its corporate governance best practice principles on the Market Observation Post System in accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies."
2. Equity Structure and Shareholders' Rights
- The company has designated a spokesperson and personnel to handle shareholders’ suggestions or disputes.
- Major shareholders disclose their shareholding and pledge changes monthly as required.
- Financial and business transactions with affiliated enterprises are conducted in accordance with relevant laws, the company’s internal control system, and the supervision regulations for subsidiaries.
- The company has established “Procedures for Handling Material Inside Information” to prohibit insiders from trading securities using undisclosed information.
3. Composition and Responsibilities of the Board of Directors
- Enhancing Board Diversity Policy: The company has nine directors, including four independent directors (one vacancy). The directors have diverse backgrounds in finance, business management, law, and information technology, aligning with the company’s board diversity policy. Currently, there are eight directors, including one independent director who is the CFO of Taiwan Cement Corporation, with a 12.5% representation of industry-specific financial expertise.
- To strengthen the board’s functions and management mechanisms, the board elected three independent directors to form the “Nomination Committee” on August 11, 2017. The committee faithfully performs the following duties and submits recommendations to the board for discussion:
4.Establishing the standards for the professional knowledge, skills, experience, and gender diversity required for directors and independent directors, and nominating candidates accordingly.
5.Constructing and developing the organizational structure of the board and its committees, evaluating the performance of the board and its members, and assessing the independence of independent directors.
6.Formulating or reviewing directors’ training plans.
7.Establishing the company’s corporate governance best practice principles.
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- The company passed the “Board Performance Evaluation Measures” on August 11, 2017, stipulating that the board should conduct an annual performance evaluation of the board and its members. The internal evaluation period should be conducted at the end of each year according to these measures.
- The Nomination Committee and the board reported the evaluation results and continuous improvement directions on April 21, 2023.
- The board performance evaluation includes the following five aspects:
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- Participation in the company’s operations.
- Improvement of board decision-making quality.
- Board composition and structure.
- Selection and continuous training of directors.
- Internal control.
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- The performance evaluation of board members includes the following six aspects:
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- Understanding of company goals and missions.
- Awareness of directors’ responsibilities.
- Participation in the company’s operations.
- Internal relationship management and communication.
- Directors’ professionalism and continuous training.
- Internal control.
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- The performance evaluation of functional committees includes at least the following five aspects:
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- Participation in the company’s operations.
- Awareness of functional committee responsibilities.
- Improvement of functional committee decision-making quality.
- Composition and selection of functional committee members.
- Internal control.
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- The board affairs unit analyzes the evaluation results using the above methods and reports to the board, disclosing the results on the company’s website.
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- The 2022 board performance evaluation results are as follows:
- The overall average score for the board’s self-evaluation is 97.5 points.
- The overall average score for board members’ self-evaluation is 99.3 points.
- The overall average score for functional committees’ self-evaluation is 100 points.
- The 2020 board performance evaluation indicated that the board’s overall operation was good, and the results were used as a reference for individual directors’ remuneration and re-nomination.
- The board evaluates the independence of the appointed accountant annually (at least once a year) in accordance with Article 29 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies:
- The 2022 board performance evaluation results are as follows:
- The appointed accountant has no direct or indirect significant financial interest with the company.
- The appointed accountant has no close business relationship or potential employment relationship with the company.
- The appointed accountant does not act as the company’s advocate or represent the company in conflicts with third parties.
- The appointed accountant and their spouse or dependents have no financing or guarantee behavior with the company or its directors and supervisors.
- The appointed accountant and their spouse or dependents have not served as the company’s directors, supervisors, managers, or held positions significantly influencing the audit case in the past two years or during the future audit period.
- The appointed accountant and their spouse or dependents have no familial relationship with the company’s directors, supervisors, managers, or personnel significantly influencing the audit case.
- The appointed accountant does not broker the company’s issued stocks or other securities.
- The appointed accountant does not provide non-audit services that may directly affect the audit work.
- The appointed accountant does not engage in other businesses that may impair independence.
- The appointed accountant does not receive any commission related to the company’s business.
- The appointed accountant does not accept significant gifts or presents from the company or its directors, supervisors, or managers (exceeding general social etiquette standards).
- The appointed accountant does not violate the regulations of the competent authority regarding accountant rotation, handling accounting affairs for others, or other standards affecting independence.
- The appointed accountant has no other inappropriate relationships with the company.
- The appointed accountant ensures their assistants adhere to honesty, fairness, and independence.
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- The appointed accountant was reviewed by the Audit Committee and the board on March 5, 2021, and met all independence standards, issuing a statement of independence.