corporate governance

Overview

The company attaches great importance to operational transparency and protects shareholders' rights and interests by establishing a corporate governance system, treating shareholders equally, strengthening the structure and operation of the board of directors, improving information transparency and implementing corporate social responsibilities.

Implementation principles

The company adheres to the "Code of Practice for the Governance of Listed Companies" as the basis for corporate governance operations, and complies with the provisions of relevant laws and regulations on corporate governance and internal management mechanisms. It upholds the principle of honest operation, implements the timely disclosure of important information, and transparently Strengthen the supervision and management of the company's operations through the board of directors. In addition, the company has also set up an audit committee to ensure the independence and fairness of accountants and a salary and remuneration committee to improve the company's director and manager salary and remuneration system to facilitate the board of directors to perform its duties and strengthen corporate governance. .

Implementation of governance

The company has established two committees under its corporate governance structure, namely the "Audit Committee" and the "Salary and Remuneration Committee".

"Audit Committee":
The company has formed an audit committee to replace the supervisor since October 2021. In order to implement the spirit of corporate governance, it operates in accordance with the company's "Audit Committee Organizational Charter" and has the main purpose of supervising the following matters:
(1) The company complies with relevant laws and regulations.
(2) Management and control of existing or potential risks of the company.
(3) Effective implementation of the company’s internal controls.
(4) Formulating or amending procedures for handling major financial transactions.
(5) Matters involving the directors’ own interests.
(6) Selection (dismissal), independence and performance of certification accountants.
(7) Fair presentation of the company’s financial statements.

"Salary and Remuneration Committee":
The company has formed a salary and remuneration committee since October 2021. In order to implement the spirit of corporate governance, it is handled in accordance with the company's "Organizational Charter of the Salary and Remuneration Committee". Its main responsibilities are:
(1) Proposed company’s overall remuneration policy and structure.
(2) Formulate and regularly review policies, systems, standards and structures for performance evaluation and salary remuneration of directors and managers.
(3) Regularly evaluate and determine the remuneration of directors and managers.

The operation and execution of full-time (part-time) units on corporate governance, corporate social responsibility and corporate integrity management

1.Corporate governance:
The company has set up full-time personnel to be responsible for corporate governance-related matters, including providing the information required by directors to perform business, handling matters related to board of directors and shareholders' meetings, handling company registration and change registration, and preparing minutes of board of directors and shareholders' meetings, etc.

2. Corporate social responsibility:
The company hopes that while pursuing corporate growth, it should also do its best to give back to the society and become a good corporate citizen. Therefore, the "Code of Practice for Sustainable Development" is used as the guideline for overall operating activities and actively practices sustainable development, including: Implement and promote corporate governance, develop a sustainable environment, safeguard social welfare, and strengthen information disclosure on sustainable development to balance the various developments of the environment, society, and corporate governance, and take the rights and interests of stakeholders into management considerations.

3. The operation and execution of the sustainable development professional (part-time) unit:
The company has set up a dedicated promotion unit for sustainable development. Relevant operations comply with the company's "Integrity Business Operation Procedures and Conduct Guidelines", "Integrity Business Code" and "Ethical Code of Conduct", and report to the board of directors and management at least once a year. The implementation of integrity management shall be based on the improvement of management of integrity management. In order to implement honest management, in addition to regularly publicizing laws and regulations related to honest management at supervisory meetings, colleagues are also encouraged to participate in internal and external education and training courses related to honest management. Course topics cover information security, labor safety, legal compliance, auditing, etc.

information disclosure system

The company currently has a complete information disclosure system to ensure that shareholders can obtain the latest and most accurate information about the company as a basis for investment. Based on the principle of correct, detailed and fair disclosure, it provides real-time information on operations, finance, board resolutions, general affairs, etc. The manager’s business philosophy and policies, etc.

Prevention of Insider Trading Education and Propaganda Situation

In addition to clearly stipulating internal regulations prohibiting insider trading by directors and insiders, relevant education and promotion was carried out to directors and insiders on August 26, 2010, including the confidentiality of important information, as well as the causes, identification process and transactions of insider trading. As an example, after the comprehensive re-election of the company's directors at the extraordinary shareholders' meeting on October 13, 2010 and the extraordinary shareholders' meeting on September 16, 2011, the company promoted the company's management procedures for preventing insider trading to the new independent directors and completed the signing Code of Integrity and Corporate Governance Code of Practice and other relevant statements.