Governance Structure
The board of directors serves as the highest decision-making team and governance unit of The Company. It is in charge of the supervision of the Company’s overall operating responsibilities and also the implementation results of the management’s policies. The election of board members follows the regulations of the Procedures for Election of Directors to ensure the diversity and independence of the board members.
The Chairwoman concurrently holds the position as the President to improve the operational efficiency and execution of decision-making. The Company increased the seats of independent directors in the 2023 general shareholders’ meeting, and there more than 50% of directors are not concurrently serving as employees or managers to improve the functions of the board of directors and strengthen the supervisory function.
Appointment of Corporate Governance Officer
Since June 13, 2019, our company has established the position of Corporate Governance Officer, dedicated to promoting corporate governance.
Current Corporate Governance Officer: As resolved by the Board of Directors on March 26, 2021, Mr. Hsu, Kang-Lun, the Chief Financial Officer of the Finance Department, was designated as the Corporate Governance Officer. He is an executive officer of the company with over three years of practical experience in financial matters related to publicly traded companies.
Scope of Authority
The scope of authority for the company's Corporate Governance Officer includes, at a minimum, the following matters:
Conducting matters related to board of directors and shareholder meetings in accordance with the law.
Preparing minutes of board of directors and shareholder meetings.
Assisting directors in their appointment and further education.
Providing the information necessary for directors to carry out their duties.
Assisting directors in compliance with laws and regulations.
Reporting to the board of directors on the examination results regarding the qualifications of independent directors during nomination, appointment, and tenure, in accordance with relevant laws and regulations.
Handling matters related to changes in directors.
Other matters as stipulated in the company's articles of incorporation or agreements.
Key Focus Areas of Business Execution
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Assisting directors in carrying out their duties, providing them with necessary information, and arranging for their education.
- Providing board members with the latest updates on legal and regulatory changes related to corporate governance and regularly updating this information.
- Maintaining communication between directors and various department heads, including arranging individual meetings between independent directors and the internal audit manager or certified public accountant to understand operational issues related to the company's finances/business.
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Assisting in the procedures and compliance matters of board and shareholder meetings.
- Reporting on the operation of corporate governance to the board of directors, directors, and various functional committees, ensuring that the convening of shareholder meetings and board meetings complies with corporate governance guidelines and relevant laws.
- Responsible for verifying the significant information release related to important decisions made by the board of directors during meetings, ensuring the legality and correctness of the content.
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Conducting shareholder meeting affairs in accordance with the law.
- Prior registration of shareholder meeting dates in accordance with the law, preparation of shareholder meeting notices, agendas, minutes, handling director elections, and company registration changes within the statutory deadlines.
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Considerations for Board Meeting Convening
- Prepare the board meeting agenda and notify directors at least seven days in advance, convene the meeting, and provide meeting materials. If any agenda item requires conflict of interest disclosure, provide prior notice, and complete the board meeting minutes after the meeting.