On May 9, 2019, the Board has approved to appoint Associate Director, Grace Lin, of Finance Div. as the Head of Corporate Governance, who has more than three years of experience in finance and stock affairs in the public offering company.
The main duties of the head of Corporate Governance are to handle matters relating to Board meetings and shareholders’ meetings in accordance with the law, to prepare proceedings for Board meetings and shareholders’ meetings, to assist directors in taking office, continuing education and complying with the law, to provide the information required for directors to perform their duties, and other matters formulated in the Articles of Incorporation or contract.
Corporate Governance& Implementation Status
Corporate governance business executions in 2022 are as follows:
It is the meeting affairs unit of the Board and Committees, the Board held 9 meetings and Audit Committee held 10 meetings in 2022. When the proposal is related to a director’s own interests or the interests of legal person represented, the director is reminded to recuse him/herself due to a conflict of interest.
Issuing material information or announcements of important resolutions on the same day of the Board meeting or shareholders’ meeting.
The shareholders’ meeting held one time in this year, and file meeting notices, handbook, and proceedings within the time limit in accordance with the law.
Execute performance evaluation of the Board, Functional Committees and Individual Directors. The results of evaluation are “excellent” this year. And handle the performance evaluation of the board of directors by external expert institutions.
Arrange the required number of hours of education for members of the Board.
Evaluate and purchase the directors’ and officers’ liability insurance, and report the insurance coverage to the Board.
Regularly hold the investor conference, and irregularly participate in investment Forum, and set up dedicated personnel to serve shareholders, and establish diversified communication channels with investors.
The Training Situation of the Head of& Corporate Governance
Training Date
Organizer
Course Name
Training Hours
Jun. 12, 2023
Accounting Research and Development Foundation
Promote sustainable development of enterprises through "risk management"
6
Jun. 02, 2023
Accounting Research and Development Foundation
Legal Liability and Case Analysis of "Tax Crime"
3
Jun. 01, 2023
Accounting Research and Development Foundation
Controlled Foreign Corporation (CFC) Tax Regulations and Practices
3
Training Date
Organizer
Course Name
Training Hours
Aug. 16, 2022
Accounting Research and Development Foundation
Concept Analysis of ISSB S2 Standard "Climate-Related Information Disclosure"
3
Aug. 15, 2022
Accounting Research and Development Foundation
Concept Analysis of ISSB S1 Standard "General Requirements for Disclosure of Sustainability-Related Financial Information"
3
Jul. 27, 2022
Taiwan Stock Exchange Corporation and Taipei Exchange
Sustainable Development Roadmap Industry Theme Publicity Conference
2
Jul. 21, 2022
Accounting Research and Development Foundation
Analysis of common deficiencies in "financial report review" and important internal control laws and regulations
6
Training Date
Organizer
Course Name
Training Hours
Sep. 16,2021
Accounting Research and Development Foundation
ompetent authorities review financial reports and practical analysis of major information
3
Sep. 01,2021
Financial Supervisory Commission
The 13th Taipei Corporate Governance Forum
6
Aug. 20,2021
Accounting Research and Development Foundation
Analysis of important policies and measures of the latest "Corporate Governance 3.0-Sustainable Development Blueprint"
3
Mar. 26,2021
Accounting Research and Development Foundation
The latest development of my country's IFRS policy and analysis of practical issues in compliance with financial reporting/supervision laws and regulations
3
Training Date
Organizer
Course Name
Training Hours
Oct. 27, 2020
Securities & Futures Institute
5G key technologies and application opportunities
3
Sep. 24, 2020
Securities & Futures Institute
Seminar: 2020 Prevention of Insider Trading Compliance
3
Feb. 13, 2020
Accounting Research and Development Foundation
The Impact of The New "Labor Incident Act " on Enterprises and Legal Compliance Audit Practices
3
Jan. 10, 2020
Accounting Research and Development Foundation
The Latest Development Trend of Corporate Governance and Performance Evaluation Practices
3
Training Date
Organizer
Course Name
Training Hours
Nov. 21, 2019
Taiwan Stock Exchange Corporation
Seminar: Effective Use of Directors' Functions
3
Oct. 25, 2019
Securities & Futures Institute
Seminar: 2019 Prevention of Insider Trading Compliance
3
Jul. 11, 2019
Securities & Futures Institute
Legal Risk of Business Considerations In Business Decisions
3
Insider Trading Prevention Policy and Handling Procedures and Implementation
In accordance with the provisions of Article 10 of the Company's Corporate Governance Code of Practice, internal regulations are established, including conducting "Insider Trading Prevention Management Measures", "Internal Major Information Processing Procedures" and related procedures for current directors, managers and employees at least once a year Education and promotion of laws and regulations. In addition, relevant course information such as the "Insider Trading Prevention Promotion Seminar" and the "Insider Equity Trading Legal Compliance Promotion Seminar" are also provided to directors every year for further training.
The implementation situation in 2023 is as follows:
1. At the end of each month, the current directors and managers will be informed of the relevant regulations prohibiting insider trading. If it is a month when financial reports are required, directors and managers will be reminded not to do so thirty days before the annual financial report is announced, and before the quarterly financial report is announced. Trading of its stocks during the 15-day closed period.
2. Notify directors and managers of the two-month closing date at the end of each month to prevent directors and managers from accidentally violating this standard.
3. For information on the theme, content and number of participants of the publicity courses conducted by insiders, please refer to the company’s homepage/ESG/Solid Governance/Corporate Governance/Ethics Corporate under the Training of Laws and Regulations.