Corporate Governance Officer

Setting up corporate governance supervisors

The company passed the resolution of the board of directors on March 30, 2021, and manager Wang ChenGang was appointed as the director of corporate governance, responsible for corporate governance affairs. Its terms of reference include:
  • Provide the directors with the needed information to carry out their business and the latest regulatory developments related to operating the Company to assist directors in regulatory compliance and assistance to the Directors in taking office and continuing education.
  • Implament matters related to the Audit Committee, Remuneration Committee, Board of Directors and Shareholders' meeting, and assist the Company in regulatory compliance.
  • Prepare minutes of the Audit Committee meetings, Remuneration Committee and Board meetings and Shareholders’ meetings.
  • Implament related issues to the Shareholders' meeting according to the law, including: registration of the date of the Shareholders' meeting; making meeting notices, procedure manuals, minutes of the Shareholders' meeting, etc.; holding Shareholders' meetings and making announcements and declarations in accordance with relevant regulations. If there are amendments to the articles of association or re-election of directors, the registration of changes will be processed after completion.
  • Regularly handle the performance evaluation of the Board of Directors every year and submit the reports to the Board of Directors.
  • Promote and implement corporate governance matters such as the preparation of ESG reports, integrity management education and training, and the corporate governance evaluations.

The 2021 annual training situation is as follows:

Training institutions Course Title Date of Course Training Hours
SFI (Securities and Futures Institute) Practical Workshop for Directors and Supervisors (Including Independent Directors) and Corporate Governance Supervisors-Taipei 2021/08/23~2021/08/24 12
Financial Supervisory Commission, R.O.C. Taiwan The 13th Taipei Corporate Governance Forum 2021/09/01~2021/09/01 3
SFI (Securities and Futures Institute) 2021 Annual Insider Equity Transaction Legal Compliance Publicity Briefing 2021/10/15~2021/10/15 3

The total training is 18 hours, which is in line with the requirement of 18 hours for the initial appointment as stipulated in Article 24 of "Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers".

Communication between independent directors, Internal Chief Audit Executive and CPA

(1)Communication between independent directors and Internal Chief Audit Executive:
  • The Chief Auditor organizes at least one meeting of the Audit Committee or a seminar each year to independently communicate with the Independent Directors regarding the internal audit items and follow up on the implementation of the Audit Report.
  • The main communication items with the Chief Auditor in 2021 are summarized in the table below:
Date Communication content Opinion of independent directors
2021.02.22 Audit Committee Report 2021 years of internal auditors, job agent information and 2021 years of professional training. Disclaimer of opinion
Discuss revisions to the voting authority table. Approved
2021.03.30 Audit Committee Discuss the assessment of the effectiveness of the internal control system in the year 2020. Approved
2021.11.11 Audit Committee
(private meeting)
Report the results of 2021 years of internal audit work performed. Disclaimer of opinion
Discuss and formulate the 2022 year internal audit work audit plan. Approved

(2)Communication between independent directors and CPA:
The Independent Directors and the Company's CPAs meet at least once a year for face-to-face communication. Where necessary, they communicate and discuss in writing on issues including the review of the Company's financial statements or audit results, and related legal communications. The Independent Directors also review the independence for the selection of CPAs and the audit and non-audit services provided by the CPAs.

Date Key communication points Opinion of independent directors
2021.03.30
Audit Committee,Board of Directors Pre-meeting report
  • The CPA explained the audit of the Company's financial statements for 2020 and matters of critical interest (including key audit items).
  • Impact of recent important amendments of tax laws and introduction of the Corporate Governance 3.0 Sustainable Development Roadmap.
  • Discussions and communication between CPAs and Independent Directors.
No opinions
2022.03.30
(Private meeting)
  • The accountants' review of the Company's financial statements for fiscal year 2021 and explanation of matters of critical concern (including key audits).
  • The impact of recent important tax law amendments.
  • The accountant's discussion and communication with the independent directors.
No opinions

Operation Procedures for Prevention of Insider Trading

At least once a year, the company conducts education and publicity on the "Operation Procedures for the Prevention of Insider Trading" and related laws and regulations for current directors, managers and internal staffs.
And for new directors and new colleagues, the company provides the "Q&A Collection of Insider Equity Transactions in Listed Companies" which is compiled by the TWSE.