COPLUS has set a corporate governance code of practice, for the protection of shareholders’ rights, to strengthen the functions of the Board of Directors, respect the interests of stakeholders, enhance the transparency of information and relevant rules.
In accordance with the “Code of Practice for Corporate Governance for Listed Companies on OTC” as the basis for corporate governance operations, COPLUS also complies with relevant laws and regulations on corporate governance and internal management mechanisms, implements transparency of operations and financial information, and pays attention to shareholders It also strengthens the supervision and management of the company’s operations through the board of directors. In addition, the company also sets up an audit committee and a remuneration committee to facilitate the board of directors to perform its duties.
Two committees are formed under COPLUS's corporate governance framework, the Audit Committee and Remuneration Committee.
「Audit Committee」：
COPLUS formed the Audit Committee on October, 2021, replacing supervisors. The Audit Committee adheres to the Company's "Audit Committee Charter" in order the fulfil the core Company's governance values. The main functions of the committee are as follows:
a. Compliance with relevant laws and regulations by the Company
b. Management of the existing or potential risks of the Company.
c. The effective implementation of the internal control system of the Company.
d.The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
e.Matters in which a director is an interested party.
f.The hiring (and dismissal), independence, and performance of certificated public accountants of the Company.
g.Fair presentation of the financial reports of the Company.
「Remuneration Committee」：
COPLUS formed the Remuneration Committee on October 2021, in order to fulfill on COPLUS's core governance values, and adhering to the "Company's Remuneration Committee Charter". The main functions of the committee is as follows:
a. Set and routinely review the performance and remuneration, policies, standards and structures of directors and management.
b. Routinely review and set the remuneration of directors and management.
1.Corporate
COPLUS has assigned dedicated personnel in charge of corporate governance related activities, including: Providing necessary information to the Board of Directors to act upon; attending to board meetings and related issues; execution of Company registrations and/or amendments; creation of board meeting and shareholder meeting minutes and records.
2.Corporate Social Responsibility
COPLUS has set up the Corporate Social Responsibility Best Practice Principles to fulfill its corporate social responsibility on a basis of implementing corporate governance, developing a sustainable environment, maintaining social welfare, and improving disclosure of corporate social responsibilities.
COPLUS's corporate social responsibility policy is as follows: compliance, freedom of employment, prohibition of child labor, humane treatment, prohibition of improper discrimination, establishment of a communication system, sound salaries and benefits, employee training, integrity, respect for intelligent property rights, care for the disadvantaged, and promotion of social responsibilities.
3.Corporate Integrity
COPLUS has formulated Ethical Corporate Management Best Practice Principles and Procedures for Ethical Management and Guidelines for Conduct, which specify that all companies shall perform the business honestly and impartially in accordance with laws and regulations. The Board of Directors and the management also commit themselves to the implementation of ethical management.
COPLUS has established extensive information disclosure frameworks, ensuring shareholders receive timely and correct information from the Company. The disclosure in principle is to be fair, transparent, and provide information regarding operations, finance, board agendas, and management tenets policies.