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韓文Corporate Governance
Organizational Structure
Functional Committee
Second Audit Committee
The Company has established an Audit Committee. As per regulations, the committee comprises all Independent Board Member and is required to convene at least one meeting each quarter. When necessary, the committee may also convene a meeting. The Audit Committee is responsible for overseeing the fair representation of the Company’s financial statements, the appointment (termination) of independent auditors and their performance, effective implementation of internal control, legal compliance and the control of existing or potential risks. Apart from submitting audit reports to Independent Directors for review every month by the Internal Audit Department, the Head of Internal Audit shall also report any major findings pertaining to internal control to the committee members and Directors during Audit Committee and Board meetings. Furthermore, each quarter, Independent Directors shall hold at least one communication session with the Head of Internal Audit discussing major findings regarding internal control, as well as with the independent auditors discussing the audit of consolidated financial statements (annual reports, including standalone financial reports) or review of governance issues. The communication, including the method, issues and results shall be disclosed on the Company website under “Communications between Independent Directors and Chief Auditor and CPA”.
I. Introduction of members
| Convener | Wang, Kuei-Ching |
|---|---|
| Education | MBA, Michigan State University Bachelor of Economics, National Taiwan University |
| Main experience | Partner of Baring Private Equity Asia Group CFO of Ting Hsin (Cayman Island) Holding Corp. Independent Director of Cheer Time Enterprise Co., Ltd. CFO of Ho Tung Chemical Corp. |
| Concurrent position held | Independent Director of Handa Pharmaceuticals Inc. Director of Artintel Investment Corp. Supervisor of Luer Science And Technology Ltd. |
| Committee member | Chien, Yu-Kuo |
|---|---|
| Education | Bachelor of Law, National Taiwan University |
| Main experience | Legal consultant of Unitech Printed Circuit Board Corp. Legal consultant of Abocom Co., Ltd. Legal consultant of Yi Hsin Construction Co., Ltd. |
| Concurrent position held | Director of Zhi-Yuann Law Office |
| Committee member | Lu, Chien-Rong |
|---|---|
| Education | Bachelor of Science, National Tsing Hua University |
| Main experience | Deputy General Manager of Formosa Plastics Corporation (Mai Liao subsidiary) General Manager of San Chia Development and Construction Co., Ltd. Legal Representative Director of Chiayi Bus Company, Ltd. Supervisor of Gao Shih Golf Co., Ltd. |
| Concurrent position held | Association of Atmosphere Protection in Taiwan standing director Industrial Safety And Health Association (ISHA) Of The R.O.C. Supervisor GFCL EV Products Limited Fluorine Chemistry Technical Adviser |
II. Participation status of Audit Committee
| Position | Name | Attendance in Person [B] |
By proxy | Attendance in Person (%)[B/A] |
Note |
|---|---|---|---|---|---|
| Independent Director | Wang, Kuei-Ching | 10 | 0 | 100% | |
| Independent Director | Chien, Yu-Kuo | 10 | 0 | 100% | |
| Independent Director | Lu, Chien-Rong | 10 | 0 | 100% |
Second Remuneration Committee
The Company has established Remuneration Committee. The number of committee members shall not be lower than three persons, and more than half of the members shall be assumed by Independent Directors. The Remuneration Committee comprises all three Independent Directors and shall at least convene a meeting twice a year. When necessary, the committee may also convene a meeting. The purpose of the committee is to assist the Board of Directors in assessing the connection between the remuneration standard of Directors and Managers, and the business performance of the Company. By fulfilling the following duties, the committee submits its proposal to the Board for discussion:
I. Establish and regularly review the performance evaluation of Directors and Managers, as well as the policy, system, standard and structure of their salaries.
II. Regularly assess and establish the remuneration of Directors and Managers.
I. Introduction of members
| Convener | Chien, Yu-Kuo |
|---|---|
| Education | Bachelor of Law, National Taiwan University |
| Main experience | Legal consultant of Unitech Printed Circuit Board Corp. Legal consultant of Abocom Co., Ltd. Legal consultant of Yi Hsin Construction Co., Ltd. |
| Concurrent position held | Director of Zhi Yuan Law Office |
| Committee member | Wang, Kuei-Ching |
|---|---|
| Education | MBA, Michigan State University Bachelor of Economics, National Taiwan University |
| Main experience | Partner of Baring Private Equity Asia Group CFO of Ting Hsin (Cayman Island) Holding Corp. Independent Director of Cheer Time Enterprise Co., Ltd. CFO of Ho Tung Chemical Corp. |
| Concurrent position held | Independent Director of Handa Pharmaceuticals Inc. Director of Artintel Investment Corp. Supervisor of Luer Science And Technology Ltd. |
| Committee member | Lu, Chien-Rong |
|---|---|
| Education | Bachelor of Science, National Tsing Hua University |
| Main experience | Deputy General Manager of Formosa Plastics Corporation (Mai Liao subsidiary) General Manager of San Chia Development and Construction Co., Ltd. Legal Representative Director of Chiayi Bus Company, Ltd. Supervisor of Gao Shih Golf Co., Ltd.人 |
| Concurrent position held | Association of Atmosphere Protection in Taiwan standing director Industrial Safety And Health Association (ISHA) Of The R.O.C. Supervisor GFCL EV Products Limited Fluorine Chemistry Technical Adviser |
II. Participation status of Remuneration Committee
| Position | Name | Attendance in Person [B] |
By proxy | Attendance in Person (%)[B/A] |
Note |
|---|---|---|---|---|---|
| Independent Director | Wang, Kuei-Ching | 5 | 0 | 100% | |
| Independent Director | Chien, Yu-Kuo | 5 | 0 | 100% | |
| Independent Director | Lu, Chien-Rong | 5 | 0 | 100% |
Corporate Governance Officer
The Corporate Governance Panel
On July 10, 2020, the Board of Directors passed the resolution appointing the CFO, Liu, Yen-Chih as the Head of Corporate Governance. Liu sh be in ge of corporate governance matters, subjecting to the supervision of the Chairperson and the Board. The CFO, Liu, Yen-Chih serves as the Head of Accounting of the Company. He has work experience serving as the head of financial accounting or audit in a public listing company for over three years, satisfying the position as Head of Corporate Governance of the Company.
I. Corporate governance status
According to the scope of responsibilities, the Head of Corporate Governance conducts his duty. The main responsibilities and performance status were as follows:
1.Provided information for the Board to perform their duties and arranged the Directors’ continuing education.
2.Provided information concerning the latest regulation development for the Board to perform their duties, so as to assist them in legal compliance matters.
3.Planned for the appropriate corporate systems and organization structure to promote the boards independence, transparency, and legal compliance.
4.The Board first consulted with its members pertaining to the planning before preparing the agenda. Board members were notified at least seven days before the Board meeting. Furthermore, sufficient information of the meeting and a deion of each resolution was provided to facilitate the Directors’ understanding regarding the resolutions. The minutes were completed 20 days after the Board meeting.
5.Each year, the general shareholders’ meeting sh be registered within the time period required by the law. The meeting notice, meeting handbook and meeting agenda sh be prepared and applied for before the time period. After amendments made to Articles of Incorporation or the Board of Directors are re-elected, a change of registration sh be submitted.
6.In accordance with the performance indicators of the corporate governance uation system, the information on corporate governance was improved.
7.Paid attention to information transparency and symmetry to ensure shareholders’ interest.
II. Continuing education of corporate governance personnel
| Position | Name | Date of training | Organized by | Training course |
|---|---|---|---|---|
| CFO and also Head of Corporate Governance | Liu, Yen-Chih | 2022/9/21 | Republic of China Securities and Futures Market Development Foundation | Foundry and Advanced Packaging Technology and Supply Chain Business Opportunities Number of training hours ：3 |
| CFO and also Head of Corporate Governance | Liu, Yen-Chih | 2022/9/21 | Republic of China Securities and Futures Market Development Foundation | From CSR to ESG corporate management mentality Number of training hours ：3 |
| CFO and also Head of Corporate Governance | Liu, Yen-Chih | 2022/10/6 | Taiwan Stock Exchange Corporation | Release of reference guidelines for independent directors and audit committees to exercise their powers and directors and supervisors promotion meeting Number of training hours ：3 |
| CFO and also Head of Corporate Governance | Liu, Yen-Chih | 2022/10/26 | Republic of China Securities and Futures Market Development Foundation | 2022 annual insider equity transaction legal compliance publicity briefing Number of training hours ：3 |
| CFO and also Head of Corporate Governance | Liu, Yen-Chih | 2022/10/17-2022/10/18 | Foundation for Accounting Research and Development of the Republic of China | Issuer Securities Firm Stock Exchange Accounting Director Continuing Education Course Professional Study Course Number of training hours ：12 |
The Corporate Governance Panel
On July 10, 2020, the Board of Directors passed the resolution appointing the CFO, Liu, Yen-Chih as the Head of Corporate Governance. Liu sh be in ge of corporate governance matters, subjecting to the supervision of the Chairperson and the Board. The CFO, Liu, Yen-Chih serves as the Head of Accounting of the Company. He has work experience serving as the head of financial accounting or audit in a public listing company for over three years, satisfying the position as Head of Corporate Governance of the Company.
I. Corporate governance status
According to the scope of responsibilities, the Head of Corporate Governance conducts his duty. The main responsibilities and performance status were as follows:
1.Provided information for the Board to perform their duties and arranged the Directors’ continuing education.
2.Provided information concerning the latest regulation development for the Board to perform their duties, so as to assist them in legal compliance matters.
3.Planned for the appropriate corporate systems and organization structure to promote the boards independence, transparency, and legal compliance.
4.The Board first consulted with its members pertaining to the planning before preparing the agenda. Board members were notified at least seven days before the Board meeting. Furthermore, sufficient information of the meeting and a deion of each resolution was provided to facilitate the Directors’ understanding regarding the resolutions. The minutes were completed 20 days after the Board meeting.
5.Each year, the general shareholders’ meeting sh be registered within the time period required by the law. The meeting notice, meeting handbook and meeting agenda sh be prepared and applied for before the time period. After amendments made to Articles of Incorporation or the Board of Directors are re-elected, a change of registration sh be submitted.
6.In accordance with the performance indicators of the corporate governance uation system, the information on corporate governance was improved.
7.Paid attention to information transparency and symmetry to ensure shareholders’ interest.
II. Continuing education of corporate governance personnel
| Position | Name | Date of training | Organized by | Training course |
|---|---|---|---|---|
| CFO and also Head of Corporate Governance | Liu, Yen-Chih | 2020/9/2 | Taiwan Corporate Governance Association | Regulations governing corporate governance and securities Number of training hours ：3 |
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The List of Top Ten Shareholders
