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

 The Company’s Audit Committee held 7 meetings in 2011 (A). The attendance of directors is as follows:
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%  

   An additional independent director was elected at the annual shareholders' meeting on May 26, 2012. As of November 8, 2012, the company's audit committee held 6 meetings (A) in 2012. The attendance of directors is as follows:
Professional title Name Actual output(column)
Number of seatsB
Attend by proxy
times
Actual attendance
Rate(%)[B/A]
Remarks
Independent Director Wang Guiqing 6 0 100%  
Independent Director Qian Yuguo 6 0 100%  
Independent Director Lu Jianrong 6 0 100%  
Independent Director Chen Yunzhang 2 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

 The company's remuneration committee met three times in 2011 (A). The attendance of directors is as follows:
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%  

  As of November 8, 2012, the Company's 2012 Remuneration Committee held 2 meetings (A). The attendance of directors was as follows:
Professional title Name Actual output(column)
Number of seatsB
Attend by proxy
times
Actual attendance
Rate(%)[B/A]
Remarks
Independent Director Wang Guiqing 2 0 100%  
Independent Director Qian Yuguo 2 0 100%  
Independent Director Lu Jianrong 2 0 100%  

 

Corporate Governance Officer

Corporate governance personnel

On July 10, 2011, 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


 

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