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 2023 were summarized as follows:
- 1. Amending and formulating the Corporate Governance Best Practice Principles, Risk Management Policy and Procedure and other corporate governance related regulations.
- 2. Planning the schedule of greenhouse gas inventory and verification and submitting quarterly reports to the Board of Directors on the progress of control.
- 3. Continuously promoting " Integrity Management" and "Prevention of Insider Trading" related issues, and implementing quarterly (January, April, July and October) integrity management and prevention of insider trading promotion.
- 4. Voluntarily preparing the Chinese and English versions of the 2022 Sustainability Report for the first time, and reporting to the Market Observation Post System and publishing on the company's website on September 28, 2023.
- 5. Handling the operations related to the corporate governance evaluation for 2023.
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 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 |