Corporate Governance
Organizational Structure
Functional Committee
Second Audit Committee
The company has established an audit committee, which is composed of all independent directors in accordance with legal requirements. It meets at least once every quarter and can be convened at any time as necessary. This committee is responsible for supervising the proper presentation of the company's financial statements, the selection (removal), independence and performance of certified accountants, the effective implementation of the company's internal controls, the company's compliance with relevant laws and rules, and the management and control of the company's existing or potential risks. In addition to the internal audit report being sent to each independent director for review every month, the internal audit department also reports on major findings of the company's internal control management to the members and directors at the audit committee and board of directors meetings, and the independent directors meet with them at least once a quarter. The internal audit supervisor communicates with the accountant on the important findings of the company's internal control management, and communicates with the accountant on the governance matters reviewed or reviewed by the company's consolidated financial report (annual and including individual financial reports). The relevant communication situation includes communication methods, matters and results. etc. are disclosed on the company's website "Communications between Independent Directors and Internal Auditors and Accountants".
1. Member introduction
| Convener | Wang Guiqing |
|---|---|
| Main academic qualifications | Master of Business Administration from Michigan State University
Bachelor of Economics, National Taiwan University |
| Main experience | Baring Asia Investment Co., Ltd. Operating Partner
Chief Financial Officer of Cayman Island Merchants Holdings Limited Shengti Co., Ltd. Independent Director Chief Financial Officer of Hotong Chemical Group Co., Ltd. |
| Concurrent situations | Handa Biotech Pharmaceutical Co., Ltd. Independent Director
Artinel Investemnt Corp. Director Shanghai Luer Information Technology Co., Ltd. Supervisor |
| Member | Qian Yuguo |
|---|---|
| Main academic qualifications | Bachelor of Laws, National Taiwan University |
| Main experience | Legal Counsel of Yaohua Electronics Co., Ltd.
Legal Counsel of Youwang Technology Co., Ltd. Legal Counsel of Yixin Construction Co., Ltd. |
| Concurrent situations | Director of Zhiyuan Law Firm |
| Member | Lu Jianrong |
|---|---|
| Main academic qualifications | Bachelor of Industrial Chemistry, Tsinghua University |
| Main experience | Deputy General Manager of Taiwan Plastics Industry Co., Ltd. (Mailiao Branch)
General Manager of Sanjia Development and Construction Co., Ltd. Legal representative director of Chiayi Motor Passenger Transport Co., Ltd. Gaoshi Golf Co., Ltd. Supervisor |
| Concurrent situations | Executive Director of the Atmospheric Protection Association of the Republic of China
Supervisor of the Industrial Safety and Health Association of the Republic of China GFCL EV Products Limited Fluorine Chemistry Technical Consultant |
| Member | Chen Yunzhang |
|---|---|
| Main academic qualifications | Bachelor of Chemical Engineering, National Cheng Kung University |
| Main experience | Chairman of Taiwan Chemours Co., Ltd.
Chemours Chemical (Shanghai) Co., Ltd. Managing Director of Titanium Dioxide Technology Greater China |
| Concurrent situations | None |
2. Operation of the Audit Committee
| Professional title | Name | Actual output(column)
Number of seatsB | Attend by proxy
times | Actual attendance
Rate(%)[B/A] | Remarks |
|---|---|---|---|---|---|
| Independent Director | Wang Guiqing | 7 | 0 | 100% | |
| Independent Director | Qian Yuguo | 7 | 0 | 100% | |
| Independent Director | Lu Jianrong | 7 | 0 | 100% | |
| Independent Director | Chen Yunzhang | 4 | 0 | 100% | Co-opted on 2023/5/26 |
Second Remuneration Committee
The company has set up a salary and remuneration committee. The number of members of this committee shall not be less than three, and more than half of the members shall be independent directors. The company's salary and remuneration committee is composed of three independent directors. It meets at least twice a year and may convene meetings at any time as necessary. The purpose of this committee is to assist the board of directors in evaluating the connection between the company's directors' and managers' remuneration levels and the company's operating performance, and to submit its recommendations to the board of directors for discussion by performing the following duties:
1. Formulate and regularly review the policies, systems, standards and structures for performance evaluation of directors and managers, as well as salary and remuneration.
2. Regularly evaluate and determine the remuneration of directors and managers.
1. Member introduction
| Convener | Qian Yuguo |
|---|---|
| Main academic qualifications | Bachelor of Laws, National Taiwan University |
| Main experience | Legal Counsel of Yaohua Electronics Co., Ltd.
Legal Counsel of Youwang Technology Co., Ltd. Legal Counsel of Yixin Construction Co., Ltd. |
| Concurrent situations | Director of Zhiyuan Law Firm |
| Member | Wang Guiqing |
|---|---|
| Main academic qualifications | Master of Business Administration from Michigan State University
Bachelor of Economics, National Taiwan University |
| Main experience | Baring Asia Investment Co., Ltd. Operating Partner
Chief Financial Officer of Cayman Island Merchants Holdings Limited Shengti Co., Ltd. Independent Director Chief Financial Officer of Hotong Chemical Group Co., Ltd. |
| Concurrent situations | Handa Biotech Pharmaceutical Co., Ltd. Independent Director
Artinel Investemnt Corp. Director Shanghai Luer Information Technology Co., Ltd. Supervisor |
| Member | Lu Jianrong |
|---|---|
| Main academic qualifications | Bachelor of Industrial Chemistry, Tsinghua University |
| Main experience | Deputy General Manager of Taiwan Plastics Industry Co., Ltd. (Mailiao Branch)
General Manager of Sanjia Development and Construction Co., Ltd. Legal representative director of Chiayi Motor Passenger Transport Co., Ltd. Gaoshi Golf Co., Ltd. Supervisor |
| Concurrent situations | Executive Director of the Atmospheric Protection Association of the Republic of China
Supervisor of the Industrial Safety and Health Association of the Republic of China GFCL EV Products Limited Fluorine Chemistry Technical Consultant |
2. Operation of the Remuneration Committee
| Professional title | Name | Actual output(column)
Number of seatsB | Attend by proxy
times | Actual attendance
Rate(%)[B/A] | Remarks |
|---|---|---|---|---|---|
| Independent Director | Wang Guiqing | 3 | 0 | 100% | |
| Independent Director | Qian Yuguo | 3 | 0 | 100% | |
| Independent Director | Lu Jianrong | 3 | 0 | 100% |
Corporate Governance Officer
Corporate governance personnel
On July 10, 2022, the company's board of directors approved the appointment of Chief Financial Officer Liu Yanzhi as the director of corporate governance, responsible for corporate governance-related matters and supervised by the chairman and board of directors. Chief Financial Officer Liu Yanzhi is the company's accounting supervisor and has been working as a financial or audit supervisor in a publicly traded company for more than three years, thus meeting the standards of a corporate governance supervisor.
1. Corporate governance operations
The corporate governance manager performs business according to his duties. The main responsibilities and business execution are as follows:
1. Provide directors with the information needed to perform their duties and arrange for directors to receive further training.
2. Provide directors with the latest legal developments in operating companies to assist directors in complying with laws.
3. Plan appropriate company systems and organizational structures to promote board independence, company transparency and legal compliance.
4. Consult the directors before the board of directors to plan and formulate the agenda, and notify all directors to attend at least 7 days before the meeting and provide sufficient meeting information and explain various proposals to facilitate the directors. Understand the contents of relevant proposals. Complete the minutes of the board meeting within 20 days after the meeting.
5. Register the date of shareholders’ meeting every year in accordance with legal deadlines, prepare and submit meeting notices, meeting manuals and minutes before the deadline, and register changes after amending the articles of association or re-electing directors.
6. Improve corporate governance-related information based on the evaluation indicators of the corporate governance evaluation system.
7. Pay attention to information transparency and symmetry to protect the rights and interests of shareholders.
2. Learning status of corporate management personnel
| Professional title | Name | Study date | Organizer of further education courses | Refresher courses |
|---|---|---|---|---|
| Corporate Governance Officer | Liu Yanzhi | 2023/5/23 | Taiwan Stock Exchange Corporation | Publicity Meeting on Sustainable Development Action Plan of Listed Companies
Training hours: 3 hours |
| Corporate Governance Officer | Liu Yanzhi | 2023/6/30 | Taiwan Investor Relations Association | Business management and news crisis management strategies
Training hours: 3 hours |
| Corporate Governance Officer | Liu Yanzhi | 2023/9/22~23 | China Corporate Governance Association | Net Zero Sustainable Talent Training Class Carbon Sinks, Carbon Rights and Carbon Trading
Number of training hours: 9 hours |
| Corporate Governance Officer | Liu Yanzhi | 2023/10/4 | Republic of China Securities Corporation Futures Market Development Foundation | How directors supervise the company's corporate risk management and crisis management
International carbon border adjustment mechanism and domestic carbon pricing risk response Number of training hours: 6 hours |
The Corporate Governance Panel
On July 10, 2022, 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, 2021, 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 | 2021/06/22 | The Institute of Internal Auditors -Chinese Taiwan | Essential knowledge of
labor law for all levels of managers Number of training hours ：6 |
| CFO and also Head of Corporate Governance | Liu, Yen-Chih | 2021/06/23 | The Institute of Internal Auditors -Chinese Taiwan | How to Face Investigation
and Trial Procedures Number of training hours ：6 |
| CFO and also Head of Corporate Governance | Liu, Yen-Chih | 2021/06/30 | The Institute of Internal Auditors -Chinese Taiwan | Practice and Management
of Fraud Risk Audit Number of training hours ：6 |
| CFO and also Head of Corporate Governance | Liu, Yen-Chih | 2021/09/15 | Taiwan Corporate Governance Association | Analysis of the
New Corporate Governance Blueprint and Key Points of Legal Compliance Number of training hours ：3 |
| CFO and also Head of Corporate Governance | Liu, Yen-Chih | 2021/09/15 | Taiwan Corporate Governance Association | Legal issues to be aware
of in managing insider stock holdings and stock transactions Number of training hours ：3 |
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 |
Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies
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