Corporate Governance

Corporate Governance Specialized Unit and Implementation

Corporate Governance Specialized Unit and Implementation

 

1.Corporate Governance Officer

To implement corporate governance and improve board effectiveness, the Board of Directors approved to establish the position of corporate governance officer on December 12, 2022, the Board resolved to designate the officer of financial and accounting department as corporate governance officer. The main duties of this position are to prepare meeting minutes and handle matters related to Board Meetings and Shareholders' Meetings, to assist Directors in onboarding and continuous training, to provide Directors with information required for business execution, and to assisting Directors in legal compliance as well as other matters stipulated in the Articles of Incorporation or contracts.

 

2.Corporate Governance Highlight

The corporate governance officer of is responsible for supervising the corporate governance-related matters of the Company, and the execution of relevant operations is handled by the Administration  Department and the Finance Department according to their duties and responsibilities. The executionis summarized as follows:

  1. Notify Directors regarding the agenda of the Board Meeting 7 days prior to the meeting, convene the meeting, and provide meeting materials. Where the items on the agenda required recusals of Directors due to conflict of interests, remind the Directors in advance. Complete the meeting minutes of the Board Meeting within 20 days from the meeting.
  2. Arrange communication meetings between Independent Directors and Chief Auditor, CPA, or other internal departments to facilitate the execution of duties for Independent Directors.
  3. Provide data such as "Guide Handbook" for newly elected Directors to assist Directors in on-boarding and legal compliance; furthermore, organize " tutorial courses" for at least 6 hours each year to assist Directors in completing their annual training programs.
  4. Amended the Company's internal regulations related to corporate governance according to the amendments to laws and regulations of corporate governance and submitted to the Board Meeting for approval.
  5. Register the date of Shareholders' Meetings in advance according to the law, prepare meeting notices, meeting handbooks, and meeting minutes within the time frame required by the law, and handle changes in registration for amendments to Articles of Incorporation or re-election of Directors.
  6. Conduct the performance evaluation of the Board of Directors and functional committees on a yearly basis and engage an external institution for the evaluation at least every three years according to the Rules Governing the Performance Evaluation of the Board of Directors formulated by the Company.

 

3.Continuing education and training of Corporate Governance Officer

Organizer

Course Title

Date of Training Training

Training Hours

Taiwan Stock Exchange Corporation

Sustainable Development Action Plans for TWSE and TPEx Listed Companies

112/05/22

3.0

Taipei Exchange

Publicity Meeting for Insiders’ Equity of TPEx and Emerging Stock Listed Companies

112/08/24

3.0

 

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