Corporate Governance and Operations Performance

 

 

Assessment item Status of implementation Difference from the Corporate Governance Practice Principles for TWSE or TPEx Listed Companies and related reasons
Yes No Description

1.Does the Company set and disclose corporate governance code of practice according to corporate governance practice principles for TWSE or TPEx Listed companies?

V

 

In order to establish a good corporate governance system, the Company has set a corporate governance code of practice, for the protection of shareholders’ rights, to strengthen the functions of the BOD, respect the interests of stakeholders, enhance the transparency of information and relevant rules. Detailed information can be found on the official website of the Company. No material difference

2.Equity structure and shareholder rights

(1)Has the Company set internal operating procedures to deal with shareholder proposals, doubts, disputes and litigation matters, and does it implement these in accordance with its procedures?

(2)Does the Company have a list of those who ultimately control the major shareholders of the Company?

(3)How does the Company establish its risk management mechanism and firewalls involving related enterprises?

(4)Has the Company set internal standards to prohibit the use of undisclosed insider information to trade securities on the market?

V

 

(1)The Company has designated a spokesperson and a deputy spokesperson, and established an investor relations mailbox. Shareholders' suggestions, doubts and disputes are handled by the spokesperson or deputy spokesperson and the Company's share transfer agency.

(2)The Company has a list of major shareholders and who ultimately controls them, and regularly discloses changes in insider ownership every month in accordance with the law, thereby truly keeping abreast of information regarding major shareholders.

(3)The Company has established the "Procedures for Transactions with Related Persons of Specific Companies and Group Companies" and the "Regulations Governing Monitoring of Subsidiaries" to clearly specify the management of personnel and assets with affiliated companies, and conducts effective risk control through the implementation of internal control and internal audit systems.

(4)The Company has established the "Procedures for Prevention of Insider Trading" to specify the operating procedures for maintaining the confidentiality of significant internal information, and regularly promotes the concept in which undisclosed information that is not made public may not be used to trade the Company's securities
No material difference

3.Organization and responsibilities of the Board of Directors

(1)Does the Board of Directors set and implement a diversity policy?

(2)Has the Company establish other functional committees besides the Remuneration Committee and Audit Committee?

(3)Has the Company set performance assessment rules and methods for the Board of Directors and does it perform this evaluation every year?

(4)Does regularly evaluate the independence of CPAs?

V

 

(1)According to the Company's "Corporate Governance Best Practice Principles", members of the Board of Directors shall take into consideration the concept of diversity, and establish diversity policies with regard to its operations, mode of operation and development, including basic conditions and values: gender and age, and professional knowledge and skills: professional background, professional skills and industry experience.

Members of the Company's Board of Directors are diverse, with science, engineering and finance-related background and industry experience to implement diversity policies, thereby establishing a sound structure of the Board of Directors.

(2)In addition to establishing the Remuneration Committee and Audit Committee, the Company will develop the relevant regulations where necessary in the future. Each department is responsible for the remaining corporate governance operations according to its duties and responsibilities. In the future, the Company will establish various functional committees in accordance with the relevant laws and regulations, and in line with the need of the Company's actual development

(3)The Company has established the Regulations Governing Performance Evaluation of Board of Directors, and regularly conducts performance evaluation every year.

(4)The Audit Committee and the Board of Directors assess the independence status of CPAs every year in accordance with the Bulletin of Norm of Professional Ethics for Certified Public Accountant of the Republic of China No. 10 and Article 47 of the Certified Public Accountant Act. CPAs are not related to the Company and the directors, while no circumstances that may affect the independence of CPAs have been found.

No material difference
4.Does the TWSE or TPEx listed company have a dedicated unit/staff member in charge of the Company's corporate governance affairs (including but not limited to providing information required for director/supervisor's operations, convening board/shareholder meetings in compliance with the law, apply for/change company registry, and producing meeting minutes of Board/Shareholders' meetings)?

V

 

The Company has designated full-time personnel in charge of coordinating corporate governance-related affairs. The share affairs unit is responsible for implementing various corporate governance-related affairs, including handling matters related to Board meetings and shareholders' meetings, preparing minutes of Board meetings and shareholders' meetings, handling company change registration, regularly inspecting and amending the Company's Corporate Governance Best Practice Principles and related regulations, providing the directors and members of the Audit Committee with information required for carrying out the relevant operations, and regularly arranging continuing education and training courses for directors, as well as regularly reports the implementation of corporate governance to the Board of Directors every year.

No material difference

5.Does the Company establish communication channels and dedicate a section for stakeholder on its website to respond to important issues of corporate social responsibility concerns?

V

 

The Company has designated a spokesperson and a deputy spokesperson, and has set up a stakeholder relations mailbox on the official website of the Company as a channel of communication. The Company not only provides appropriate responses to important corporate social responsibility (CSR) issues of concern, but also regularly discloses financial and business information on the Market Observation Post System (MOPS) and the official website of the Company. The Company immediately releases important news regarding events that may affect stakeholders.

No material difference
6.Has the Company appointed a professional stock affairs agency for shareholders affairs?

V

 

The Company has appointed Grand Fortune Securities Co., Ltd. as its share transfer agency to handle shares-related matters on its behalf. No material difference
7.Information disclosure (1)Does the Company set up website to disclose financial operations and corporate governance information? (2)Has the Company adopted other measures (such as an English website, a designated person responsible for the collection and disclosure of information, implementation of the spokesman system, the legal entities announcements uploaded to website, etc.) to disclose information?

V

 

(1)The Company has set up an investors section on its official website to disclose information regarding its finances, business and corporate governance.

(2)The Company has set up its website in both Chinese and English to provide the relevant information to shareholders and stakeholders for reference. Besides, the Company is able to disclose major news that may affect shareholders and stakeholders in a timely manner. The Company has also set up a spokesperson system to provide shareholders and stakeholders with the necessary consulting services.
No material difference

8.Does the Company have other important information for better understanding the Company’s corporate governance system (including but not limited to interests and rights of employees, care for employees, relation with investors, relation with suppliers, relation with interested parties, continuing education for directors and supervisors, execution of risk management policies and risk measuring standards, execution of customer policies, liability insurance for the Company’s directors and supervisors)?

V

 

(1)Employee rights and interests: Adhering to the concept of "labor and management as one", the Company focuses on rational and humane management to build smooth communication channels, maintain good labor-management relationships, jointly create productivity, share profits, and protect the legal rights and interests of employees in accordance with the Labor Standards Act.

(2)Employee care: The Company has established the Employee Welfare Committee, which handles various employee welfare matters, and is committed to talent training by actively encouraging employees to participate in various training courses. The Company conducts labor-management meetings from time to time, and has set up suggestion boxes, in order to learn about the thoughts of both parties, with a view to creating a win-win situation for both parties.

(3)Investor relations: The Company convenes shareholders' meetings every year in accordance with the Company Act and the relevant regulations, and provide shareholders with the opportunity to raise questions or submit proposals. Besides, the Company has set up a spokesperson system to deal with matters related to shareholder suggestions, doubts and disputes. The Company also handles matters related to the announcement and declaration of related information in accordance with the regulations set forth by the competent authority to promptly provide information that may affect shareholders' decision-making.

(4)Supplier relations: The Company maintains smooth communication channels with banks, employees, consumers and suppliers to ensure good relationships with them.

(5)Stakeholder rights: The Company has designated a spokesperson and a deputy spokesperson to communicate directly with stakeholders, thus respecting and maintaining the legal rights and interests of stakeholders.

(6)Continuing education for directors and supervisors: Directors of the Company possess professional background in the relevant industries and practical experience in business management. The Company provides the directors with corporate governance-related courses from time to time.

(7)Implementation of risk management policies and risk measurement standards: The Company establishes various internal regulations and systems in accordance with the law to conduct various risk management and assessments.

(8)Implementation of customer policies: The Company maintains smooth communication channels with customers to ensure good relationships with them.

(9)The Company has purchased liability insurance for directors and independent directors to enhance the protection of shareholder rights and interests.

No material difference

9.Specify the measures adopted by the Company to improve the items listed in the corporate governance review result from Taiwan Stock Exchange's Corporate Governance Center and the improvement plans for items yet to be improved.
Based on the results of the 2019 Corporate Governance Evaluation, the Company was ranked in the top 6%-20% companies mainly because the Company failed to obtain points in the following items as described below:
(1)Training hours for directors of the Company: The management team, CPAs, lawyers and securities firms brief the directors about changes in regulatory information and business management-related information. The Company arranges the relevant continuing education courses for all directors as required.
(2)English documents for public information disclosure: The Company prepares the English version of meeting notices, handbooks for shareholders' meetings and annual reports in accordance with the relevant laws and regulations, while gradually enhancing the relevant information according to the shareholding status of foreign shareholders.
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