Members of the board
Job title | Name | Legal Representative |
|---|---|---|
Chairman of the Board | Donald Huang | |
Director | Liu Zu-Ying | HSING YIN INVESTMENT CO., LTD. |
Director | Ding Ling-Quan | |
Independent Director | Huang Ming-Zhan | |
Independent Director | Cai Rong-Teng | |
Independent Director | Zhang Shi-Jia | |
Independent Director | Chen Xiang-Ru |
Policy of diversification of board members
The person appointed as director should consider and discuss the overall configuration of the Board of Director. The members of the Board should consider the importance of diversification, thus formulate appropriate operational and development-related policies which are to be diversified. These policies include but are not limited to the following two criteria:
1. Basic conditions and values: gender, age, nationality and culture.
2. Professional know-how and skills: professional background (such as legal, accounting, industry, finance, marketing or technology), professional skills and industry experience.
The members of the board should generally have the knowledge, skills and literacy necessary to carry out their duties. The overall abilities of the members should be as follows:
1. Operational judgment.
2. Accounting and financial analysis ability
3. Management ability
4. Crisis handling ability
5. Knowledge of the industry
6. International market concept.
7. Leadership ability.
8. Decision-making ability.
There should be more than half of the seats between the directors and there should be no kinship relatedness.
The Board of Directors of the Company shall consider the composition of the Board of Directors in accordance with the results of the performance evaluation.
Members of the Board of Directors have business, production, finance and other professional backgrounds to meet the relevant provisions.
Board Diversity
Job Title | Name | Gender | Age | Service Year of Independent Director | Business Administration | Decision-making | Industrial Knowledge | Finance and Accounting | Marketing | Law |
Director | Huang, Ya-Hsing | Male | 70~79 | - | V | V | V | V | V | - |
Representative of entity director | Liu, Tsu-Ying | Female | 60~69 | - | V | V | V | V | V | - |
Director | Ting, Ling-Chuan | Male | 50~59 | - | V | V | V | V | V | - |
Independent director | Huang, Ming-Zhan | Male | 50~59 | 3-9 years | V | V | V | V | - | V |
Independent director | Tsai, Jung-Teng | Male | 60~69 | Less than 3 years | V | V | V | V | V | - |
Independent director | Chang, Shih-Chia | Male | 60~69 | Less than 3 years | V | V | V | V | - | - |
Independent director | Chen, Hsiang-Ju | Female | 50~59 | Less than 3 years | V | V | V | V | V | - |
Audit Committee
Job title | Name |
|---|---|
Convener | Huang Ming-zhan |
Memebrs of the Committee | Huang Ming-zhan |
Cai Rong-teng | |
Zhang Shi-jia | |
Chen Xiang-ru |
Annual tasks of the Audit Committee:
After the Audit Committee’s deliberation and approval, powers conferred in accordance with Article 14-5 of the Securities and Exchange Act and Article 6 of the Audit Committee Charter shall be submitted to the Board of Directors for resolution.
The main function of the Audit Committee is to supervise the following matters:
- Fair presentation of the Company's financial statements
- Hiring (and dismissal), independence, and performance of the Company’s certificated public accountants
- Effective implementation of the Company's internal control system
- Compliance with relevant laws and regulations by the Company
- Management of the Company’s existing or potential risks
The communication status between independent directors and internal audit supervisors and accountants (should include major matters, methods and results of communication on the company's financial and business conditions, etc.):
The independent directors of the company communicate with the company's certified accountant, financial and accounting supervisor and internal audit supervisor from time to time by telephone, email or meeting.
The audit committee of the company is composed of all independent directors, and the internal audit supervisor and certified accountants sit on the audit committee as non-voting delegates.
Independent directors of the company receive audit reports on a monthly basis, and the head of internal audit communicates on the execution and effectiveness of the audit business.
The appointment and removal of the company's audit supervisor, announcements and other related matters are regulated in the "Internal Audit Implementation Rules", and the appointment of the audit supervisor was approved by the fourth board of directors of the company on December 9, 2015.
Appraisal and salary remuneration shall be handled in accordance with the relevant provisions of the company's human resources, and the audit supervisor and the auditors shall report to the chairman of the board for approval according to the organization.
Salaries and Remuneration Commission
Job title | Name |
|---|---|
Convener | Cai Rong-teng |
Memebrs of the Committee | Huang Ming-zhan |
Cai Rong-teng | |
Zhang Shi-jia | |
Chen Xiang-ru |
Corporate Governance
Procedures for Endorsements and Guarantees Rules and Procedures of Shareholders Meeting SUSTAINABLE DEVELOPMENT BEST PRACTICE PRINCIPLES Rules and Procedures for the Organization of the Audit Committee RULES FOR THE SCOPE OF DUTIES OF INDEPENDENT DIRECTORS WHISTLEBLOWING SYSTEM RISK MANAGEMENT POLICIES AND PROCEDURES Rules for Election of Directors Corporate Governance Best Practice Principles Ethical Corporate Management Best Practice Principles Rules and Procedures for Salary and Remuneration Commission INTERNAL MAJOR INFORMATION PROCESSING PROCEDURES HUMAN RIGHTS AND EMPLOYEE POLICY REGULATIONS ON TRANSACTIONS BETWEEN RELATED PARTIES, SPECIFIC COMPANIES, AND CORPORATE GROUPS Rules and Procedures of Board of Directors Meetings Codes of Ethical Conduct Procedures for Ethical Management and Guidelines for Conduct Performance Evaluation Process For The Board Regulation of Insider Trading RULES AND PROCEDURES FOR THE ORGANIZATION OF THE SUSTAINABILITY AND RISK MANAGEMENT COMMITTEEImplementation Status of Ethical Corporate Management
Evaluation Item | Implementation Status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Yes | No | Description | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
I. Establishment of ethical corporate management policies and programs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(I) Does the company establish the ethical corporate management policies approved by the Board of Directors and declare its ethical corporate management policies and procedures in its guidelines and external documents, as well as the commitment from its Board to implement the policies? | V | The Company has put in place the "Ethical Corporate Management Best Practice Principles" and the "Ethical Management and Guidelines for Conduct," which have been adopted by the Board's resolution and reported to the shareholders' meeting, to implement ethical corporate management. | No significant discrepancy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(II) Does the company establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within its business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly, which shall at least include those specified in Paragraph 2, Article 7 of the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies"? | V | The Company established sustainable Development and Risk Management Committee in November 8, 2022. "Risk Management Force" is the subordinate body of the committee, with the president of the group as its top executive. It has five teams (i.e., Operational Risk Team, Financial Risk Team, Compliance Risk Team, Environment and Climate Team, and Human Resource (including human right) Risk Team. According to the "Ethical Management and Guidelines for Conduct" an effective accounting system and an internal control system were established to manage business activities which are at a higher risk of being involved in unethical conduct, and reviews the systems from time to time to ensure their effectiveness. All of these are to be reported regularly to the Sustainable Development and Risk Management Committee. | No significant discrepancy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(III) Does the company specify in its prevention programs the operating procedures, guidelines, punishments for violations, and a grievance system and implement them and review the prevention programs on a regular basis? | V | The Company has the ethical corporate management policy clearly prescribed in the "Ethical Management and Guidelines for Conduct" and publicly announced for implementation. In 2022, apart from promoting the code of conduct for honest management through internal emails, the Company also conducted digital education training and tests on honest management, including reporting systems and channels, so that employees have a system to clearly follow and report. Training status is as follows:
| No significant discrepancy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
II. Fulfillment of ethical corporate management | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(I) Does the company evaluate business partners' ethical records and include ethics-related clauses in the business contracts signed with the counterparties? | V | According to the "Ethical Corporate Management Best Practice Principles," if counterparties are found to be unethical, the Company will cease the business dealings or transactions immediately and blacklist the counterparties to implement the ethical corporate management policy. | No significant discrepancy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(II) Does the company establish an exclusively dedicated unit supervised by the Board of Directors to be in charge of ethical corporate management and report to the Board of Directors the implementation of ethical corporate management policies and prevention programs on a regular basis (at least once a year)? | V | The Company has established the sustainable Development and Risk Management Committee, under which "ESG Task Force" and "Risk Management Force" were set up. Sustainable Governance Team was established under the ESG Task Force to promote ethical corporate management, risk management and compliance matters and report the implementation status to the board of Directors. The most recent report date was December 27, 2022. The Company's "Ethical Corporate Management Best Practice Principles" and the "Ethical Management and Guidelines for Conduct" were formulated by business units, the amendment and cancellation of which should be approved by the board of Directors. The Company's Board of Directors is responsible for supervising the Company to prevent dishonest acts and to ensure the implementation of the policy of honest management by exercising due diligence as a good administrator. Ethical corporate management status of 2022 was as follows: 1. Sign the statement: (1) New independent director signs Statement of Compliance of Ethical Management Policy (2) New employees should sign the Management Regulations Review Confirmation, which includes ethical management and guidelines for conduct. 2. Education and Training: The Human Resources Center is responsible for education, training and advocacy. In 2022, local employees took online training courses on ethical management, anti-corruption, ethical behavior, sexual harassment in the workplace, human rights and employee policies, and ways to report illegal and unethical or dishonest behavior. Foreign employees were advocated through intermediaries who translated the content into their home country's language. The total education and Training time was 826 hours. 3. Compliance Advocacy: In 2022, the Company's affairs unit was dedicated to preventing insider trading, including important rules for handling internal material information and organizing officers of all levels to watch education films and read documents about cases, especially the matters that insider managerial officers should pay attention to. 4. Annual test: In 2022, local Employees took the online test on education and training system, and foreign Employees took the test though Google Form. The content of the test was mainly about above 2. The scope of education and training. 5. Regular review: The Company achieves effective control and implementation through the annual implementation of internal control self-assessment which is independently audited by the internal audit unit to ensure the operation of the overall mechanism. Joint efforts are made to prevent dishonest acts. There was no corruption or violation of insider trading in 2022. 6. Whistle-blowing system and whistle-blowers protection: The Company has formulated Illegal and Unethical or Dishonest Behavior Reporting Measures to encourage whistle-blowing from inside and outside. The Chairman's Office, the Audit Office and the Human Resources Center are specified as the dedicated units to handle reports. whistle-blowers may report unethical conduct through email, hotline, mail and in person. The Corporate Governance section of the Company's website also provides details of the policies about internal and external stakeholder. The information of whistle-blowers and whistle-blowing will keep secret to protect whistle-blowers against receiving improper treatment due to whistle-blowing. There was no complaint in 2022. | No significant discrepancy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(III) Does the company establish policies to prevent conflicts of interest, provide appropriate communication channels, and implement them accordingly? | V | The Company has the policies to prevent conflicts of interest prescribed in the "Ethical Corporate Management Best Practice Principles." If employees find any violations of the policies, they may report them to the Audit Committee, the internal audit officer, and managerial officers. The Company has formulated Illegal and Unethical or Dishonest Behavior Reporting Measures to provide proper report channels. There was no complaint in 2022. | No significant discrepancy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(IV) Does the company establish effective accounting systems and internal control systems to implement ethical corporate management, with the internal audit unit being responsible for devising relevant audit plans based on the results of assessment of any unethical conduct risk, examining accordingly the compliance with the prevention programs, or engaging a certified public accountant to carry out the audit? | V | The company has established an effective accounting system and an internal control system. The internal audit unit is responsible for devising internal audit plans based on the results of assessment of any unethical conduct risks. In the event of special circumstances, ad-hoc audits will be conducted. The number of review report of 2022: 11134 & 11135. | No significant discrepancy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(V) Does the company regularly hold internal and external training on ethical corporate management? | V | The Company communicates the Ethical Corporate Management Best Practice Principles in meetings and day-to-day business activities, calling employees' attention to the implementation of ethical corporate management. Training status is as I, (III) | No significant discrepancy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
III. Operation of the whistle-blowing system | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(I) Does the company establish both a reward/whistle-blowing system and convenient whistle-blowing channels? Are appropriate personnel assigned to the accused party? | V | The Company has put in place the "Regulations Governing the Reporting of Illegal and Unethical or Dishonest Conduct," which stipulates that whistle-blowers may report unethical conduct through email, hotline, and correspondence and in person. Appropriate personnel have also been assigned to process and respond to the reported cases. | No significant discrepancy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(II) Does the company establish the standard operating procedures for investigating reported misconduct, follow-up measures to be taken after the investigation, and related confidentiality mechanisms? | V | The Company has put in place the "Regulations Governing The Reporting of Illegal and Unethical or Dishonest Conduct," which stipulates that documents and materials in relation to reported cases are regarded as confidential and that all personnel involved in the processing of the reported cases are under obligation to keep the entire process completely confidential. | No significant discrepancy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(III) Does the company provide protection for whistle-blowers against receiving improper treatment? | V | The Company is responsible for keeping whistle-blowers confidential and free of improper treatment. | No significant discrepancy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
IV. Enhanced disclosure of ethical corporate management information | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(I) Does the company disclose the ethical corporate management policies and the results of its implementation on the company website and MOPS? | V | The Company has disclosed the ethical corporate management policies and the results of its implementation on the company website and the MOPS. | No significant discrepancy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||