Principle
The Company has set up a Governance & Sustainable Development Office, affiliated to the Board of Directors, responsible to promote corporate governance, develop a sustainable environment, and participate in social welfare. The supervisors of each unit collect information on internal and external issues related to the Company's operation, environmental, social and corporate governance, and conduct risk identification and assessment; regularly review the Company's corporate social responsibility, corporate governance and sustainable development goals, performance and progress.Main Duties
Handspanng matters relating to board meetings and shareholders meetings according to laws.Producing minutes of board meetings and shareholders meetings.Assisting in onboarding and continuous development of directors and supervisors.Furnishing information required for business execution by directors and supervisors.Assisting directors and supervisors with legal compspanance.Other matters set out in the articles or corporation or contracts.Chief Corporate Governance Officer
In order to implement corporate governance, protect shareholders' rights and interests as well as strengthen the functions of the Board of Directors, the Company's Board of Directors resolved on March 30, 2022 to appoint Division Head Lien Su-Ping as the Company's full-time Corporate Governance Officer and to establish the "Governance and Sustainable Development Office" as a dedicated corporate governance unit. Division Head Lien is qualified to practice as a CPA and is the manager of the Company, and has been in charge of financial, stock and corporate governance related affairs units for more than three years, meet the qualifications of CGO specified in Article 23 of " Compliance Requirements for the Appointment and Exercise of Powers of the Boards of Directors of TPEx Listed Companies”.
Duties of CGO
According to the "Compliance Requirements for the Appointment and Exercise of Powers of the Boards of Directors of TPEx Listed Companies", Corporate Governance Officer related matters include, at a minimum, the following:
- 1. Conducting meetings of the board of directors and shareholders' meetings in accordance with the law.
- 2. Preparing minutes of board meetings and shareholders' meetings.
- 3. Assisting directors in their appointment and continuing education.
- 4. Providing information necessary for directors to perform their operations.
- 5. Assisting directors in complying with laws and regulations.
- 6. Other matters in accordance with the Company's Articles Corporate Governance Best Practice Principles of Incorporation or contracts.
Execution of duties
The Execution of duties in 2024 were summarized as follows:
- 1. Continuously promote the greenhouse gas inventory and verification schedule plan, and submit quarterly progress control reports to the Board of Directors.
- 2. Continuously promote matters related to "ethical corporate management" and "prevention of insider trading," with quarterly awareness campaigns conducted in January, April, July, and October.
- 3. The company reports to the Board of Directors at least once a year on matters including the operation and implementation of ethical corporate management, progress in promoting sustainable development, communication with stakeholders, and the implementation of intellectual property management plans linked to business goals. This was reported to the Board of Directors on May 9, 2024.
- 4. On June 19, 2024, a report on the current status and goals of corporate governance and sustainable development was presented to newly appointed directors.
- 5. On August 12, 2024, the "2024 Risk Management Operations" report was presented to the Audit Committee and the Board of Directors.
- 6. The 2023 Sustainability Report was prepared in both Chinese and English and was approved by the Audit Committee and the Board of Directors on August 12, 2024. It was subsequently published on the Market Observation Post System (MOPS) and the company's website.
- 7. Planned and supervised the establishment of an internal control system for managing sustainability information. On November 13, 2024, the "Sustainability Information Management Guidelines" and "Sustainability Report Preparation and Assurance Procedures" were approved by the Audit Committee and the Board of Directors.
- 8. Conducted tasks related to the 2024 Corporate Governance Evaluation.
Continuing Professional Education of CGO
Corporate Governance Officer shall complete a minimum of 12 CPE hours per year, except that an initially appointed chief corporate governance officer shall complete a minimum of 18 CPE hours within 1 year from the date of appointment. The continuing education scope, continuing education system, and other continuing education affairs with respect to the CPE shall be governed mutatis mutandis by the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies.
Status of training in 2024
| Course Date | Organizers | Course Name | Course hours | Total hours |
|---|---|---|---|---|
| 2024/4/10 | Taiwan Academy of Banking and Finance | Corporate Governance and Sustainable Business Management Workshop | 3 | 12 |
| 2024/7/9 | Taipei Exchange | AI Strategy and Governance | 3 | |
| 2024/9/12 | Taipei Exchange | Seminar on Insider Shareholding Advocacy for TPEx-listed and Emerging Stock Companies | 3 | |
| 2024/12/17 | Corporate Operating and Sustainable Development Association Certificate of Training | Enterprise Cybersecurity: Building Defenses, Responding to Threats, and Preparing for the Future | 3 |
Status of training in 2023
| Course Date | Organizers | Course Name | Course hours | Total hours |
|---|---|---|---|---|
| 2023/4/13 | Taiwan Academy of Banking and Finance | Corporate Governance Lecture： Corporate sustainability and domestic and foreign tax trends | 3 | 14 |
| 2023/4/27 | Taiwan Stock Exchange Taipei Exchange | "Sustainable Development Action Plan for Listed OTC Companies" disseminate Meeting | 3 | |
| 2023/11/1 | Taiwan Academy of Banking and Finance | Corporate Governance Lecture： Corporate Governance and Sustainable Enterprise Development and Management Seminar | 3 | |
| 2023/11/16 | Accounting Research and Development Foundation | 2023 ESG Summit： Sustainable disclosure case sharing | 2 | |
| 2023/11/29 | Taiwan Stock Exchange Taiwan Carbon Solution Exchange | "Carbon Market Sets Sail‒A New Chapter of Future Sustainability" Summit | 3 |
Status of training in 2022
| Course Date | Organizers | Course Name | Course hours | Total hours |
|---|---|---|---|---|
| 2022/7/20 | Taiwan Corporate Governance Association | Board and Functional Committee Performance Evaluation Seminar | 3.0 | 18.0 |
| 2022/8/25 | Taipei Exchange | Insider Equity Promotion and Briefing Session of TPEx Listed Companies | 3.0 | |
| 202/9/29 | Taipei Exchange | Release of Reference Guidelines for Independent Directors and Audit Committee to Exercise their Powers and Directors and Supervisors Publicity Meeting | 3.0 | |
| 2022/10/25 | Taiwan Academy of Banking and Finance | Corporate sustainability and domestic and foreign tax trends | 3.0 | |
| 2022/11/11 | Securities & Futures Institute | Derivatives Trading Strategies and Market Outlook Seminar | 3.0 | |
| 2022/11/30 | Accounting Research and Development Foundation | Preparation and Disclosure Basis of Sustainability Report - IFRS ISSB S1, S2 Regulations | 3.0 |