Corporate Governance Officer
Setting up corporate governance supervisorsThe 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.
Continuing Education and training related to corporate governance attended by the managerial officers:
|Taiwan Institute for Sustainable Energy (TAISE)
|Taishin 30 Sustainability Summit-Transform to Net Zero
|Taiwan Stock Exchange, Alliance Advisors, Taiwan Corporate Governance Association
|International Twin Summit-Premier Dialogue with Global Leaders of Passive & Pension Funds, and Market Best Practices
|Securities and Futures Institute
|Legal Compliance Briefing for Insider Stock Transactions in 2022
|Securities and Futures Institute
|Prevention of Insider Trading Seminar in 2022
There was 12 hours of education and training in total, in accordance with Article 24 of the "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", which referred to the minimum 12 CPE hours per year of the chief corporate governance officer.
Communication between Independent Directors, Internal Chief Audit Executive and CPA
- 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 2022 are summarized in the table below:
|Opinion of Independent Directors
|1. Report on internal auditors, duty agent information on fiscal 2022 and professional training on fiscal 2021.
|2. Report the results of internal audit operations in January, 2022.
|3. Discussion of the assessment of the effectiveness of the internal control system in FY 2021.
|Report the results of internal audit operations from February to April, 2022.
|1. Report the results of internal audit operations from May to July, 2022.
|2. Discussion of revisions to the vetting authority table.
|1. Report the results of internal audit operations from August to September, 2022.
|2. Discussion on the establishment of the internal audit plan for 2023.
(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.
|Key communication points
|Opinion of independent directors
Audit Committee,Board of Directors Pre-meeting report
Operation Procedures for Prevention of Insider Trading
- The Company has established the "Operation Procedures for Prevention of Insider Trading" , and mentioned the following paragraph in Article 10 of the "Corporate Governance Best Practice Principles" : Stock trading control measures from the date insiders of a the company become aware of the contents of the company's financial reports or relevant results including, without limitation, those prohibiting a director from trading its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports.
- The Company organizes at least one session of training on the prevention of insider trading and related regulations for current Directors, managers, insiders, and colleagues at least once every year. The operations was as follows:
Date Speaker Topic Trainees Training Hours Number of Trainees 2022/11/11 Lex Pro Attorneys-at-Law
Andrew C. Hsu
Prevention of Insider Trading Directors, managers and colleagues of the Company and its subsidiaries 1.5 hours 30 participant (including online participants)
- The Company provides the "Insider Equity Trading Q&A for Listed Companies" formulated by the TWSE after new Directors are appointed to provide training.
- New employees are provided with an orientation manual compiled by the TWSE for reference after they report for duty.
The information security policy and risk management plan
The Company's information security authority is the Information Technology Section under the General Manager's Office, which is responsible for coordinating information security, related matters and conducting regular internal information security checks. Technology Section has one dedicated personnel, who has to report at least once a year to the Board of Directors regarding information security.
The Company has established Website Management Team, which is composed of colleagues from various departments, responsible for maintaining the update of company website information and ensuring the correctness and timeliness of the information. When information needs to be updated, after the approval of the supervisor, Information Technology Section will gather and notify the third party to update, and at the same time ensure the security of the data to avoid improper use or intentional damage to the data.
The company's website has been re-launched in June 2022, and the team had convened 9 meetings in 2022.