コーポレートガバナンス

Promotion and Execution

Promoting units, operation, and execution status

The Company currently has a finance department that handles meeting related matters for the Board of Directors and shareholder’s meetings, to process company registration and registration of alteration, prepare meeting minutes for Board of Directors’ and shareholders’ meetings. The Company’s CFO is concurrently responsible for corporate governance-related issues in order to protect shareholders’ rights and interests and strengthen the functions of the board. CFO has several years of experience in accounting and other managerial, and he also adheres to the philosophy of corporate governance and continues to carry out tasks required for the position. The main duties of the Company’s corporate governance personnel consist of providing directors with information required for the implementation of business operations, assisting directors to comply with laws and regulations, and handling related matters for the board of directors meeting and shareholders meeting according to the laws and regulations, and so on.

Implementation Status

1. Assists independent directors and directors to implement business operations, provides necessary information and arranges continuous learning for directors:
   1. Regularly notifies the Board members on the latest revisions to laws and regulations and its development relating to the company’s area of operations and corporate governance.
   2. Monitors the confidential level of related information and provides the directors the required company information, maintaining communications among directors and every business head ensuring smooth exchanges.
   3. Assists independent directors and directors to formulate annual continuing education plans and course arrangements according to the company’s industrial characteristics and the director’s experiences and background.
2. Assists in the procedures for meetings of Board of Directors and Shareholders and resolutions matters, in compliance to laws and regulations:
   1. Reports to the Board of Directors, independent directors, Audit Committee on corporate governance implementation status, confirms whether the Shareholders meeting and Board of Directors meetings are convened according to the laws and regulations and the corporate governance best practice principles.
   2. Assists in reminding directors the related laws and regulations for executing businesses or for making official resolutions to the Board of Directors.
   3. Responsible for checking on matters relating to announcing material information of important resolutions by the Board of Directors to ensure the legality and accuracy of the material information in guaranteeing fairness on investors trading information.
3. Maintaining investor relationships: Make arrangements for directors and major shareholders, institutional investors or general shareholders for exchanges and communications when the need arises, to ensure investors obtain sufficient information to assess and decide the reasonableness of the corporate capital market value, so as to allow shareholders rights and interests are well maintained.
4. Informing directors of the formulated Board meeting agenda seven days prior to the meeting, convening board meeting and providing meeting information, providing reminders beforehand where recusal of directors due to conflicts of interests is required for any topic discussion, and to complete board meeting records within 20 days of the meeting.
5. Registering the date of shareholders meeting in prior according to the laws and regulations, preparing meeting notice, meeting handout, and meeting records within the legal deadline, and carry out registration matters relating to revisions to Charter or re-election of directors.
   1. Regularly review this procedure and propose corrections.
   2. Establish and regularly review the company's performance evaluation standards for directors and managers, annual and long-term performance targets, and salary and remuneration policies, systems, standards, and structures, and disclose the content of the performance evaluation standards in the annual report.
   3. Regularly evaluate the achievement of performance targets of the company's directors and managers, and determine the content and amount of their individual salary remuneration based on the evaluation results obtained from the performance evaluation standards.

Status of corporate governance implementation and the differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons

Status of the Company’s practice of ethical management and differences from the Ethical Corporate Management Best Practice Principles for the Listed Companies and reasons for discrepancies