Corporate Governance

Promote the implementation of corporate governance

In order to strengthen the functions of the board of directors of the company, the Group Accounting Department Associate Tsai Meng hui serves as the corporate governance officer. Tsai Associate has more than three years of experience in accounting and management of listed companies.
Responsible for corporate governance-related affairs, formulating and planning appropriate company systems and organizational structures to promote the independence of the board of directors, the transparency of the company and compliance with laws and regulations, the implementation of internal audits and internal control The latest developments in laws and regulations related to operating companies, the preparation of relevant minutes of the board of directors of the shareholders' meeting, and the handling of company change registration matters.

2019 business execution situation:

1. Provide information required by directors and supervisors to perform their business and arrange for directors and supervisors to complete refresher hours courses.
2. The drafting of the board of directors agenda shall notify the directors and supervisors of the meeting seven days before the meeting, convene the meeting and provide meeting materials. If the issues need to be avoided, they shall be reminded in advance, and the minutes of the proceedings shall be sent to the directors and supervisors within 20 days after the meeting.
3. Assist the board of directors and shareholders in meeting procedures and resolutions for legal compliance matters.
4. The pre-registration of the date of the shareholders meeting shall be carried out in accordance with the law, and the notice of the meeting, the proceedings manual and the annual report shall be completed within the time limit of the law. And after the shareholders' meeting, it handles matters related to the amendment of the articles of association of the Ministry of Economic Affairs and the registration of changes.
5. Assist employees in the implementation of employee stock option certificates and handle announcements in accordance with the law.
6. Establish an audit committee.
7. Set up an audit committee according to the company and cooperate with the competent authority to revise the company’s measures :
   1. (1) Company policy
   2. (2) Code of Integrity Management, Code of Ethical Conduct, Code of Practice for Corporate Governance
   3. (3) Procedures for loaning funds to others, procedures for endorsement and guarantee, procedures for obtaining or disposing of assets.
   4. (4) Rules for the scope of duties of independent directors, rules of procedure for the board of directors, organizational rules for the remuneration committee, organizational rules for the audit committee, and rules of procedure for the shareholders meeting.
   5. (5) Procedures for handling important internal information, and procedures for applying for suspension and resumption of transactions.
8. Cooperate with new regulations :
   1. (1)Standard operating procedures for handling directors' requests
   2. (2) Board of Directors Performance Evaluation Method
9. Handle "Internal Major Information Processing Operations" and related laws and regulations to current directors, supervisors and managers every month. Provide timely education and publicity for new directors within 3 months after taking office.
   The current managers and employees have been educated and publicized on January 10, 109. The content of the course includes the scope of important information, confidential work, open work and handling of violations, and the content of the briefing is placed on the company’s intranet for Peer reference.

Implementation of integrity management

In order to improve the management of honest operation, the company has established an effective accounting system and internal control system, which are regularly checked by internal auditing units and related implementation status is reported to the board of directors, and external accountants are entrusted to perform checks.
The head of the management center is responsible for the formulation of the integrity management policy and prevention plan, which is supervised by the "General Manager's Office" and regularly reports its implementation and related policies to the board of directors on a quarterly basis.