Structure

The Board of Directors is the highest governance body and a total of 11 seats of directors have been established, among which 4 seats are for independent directors, and the term of office of directors is 3 years. In 2022, the regular Board of Directors' meetings were convened 12 times, and 7 sessions of extraordinary meetings were convened.
Since 2015, the Board of Directors performance evaluation has been implemented, and in 2018, the "Regulations of Self-Evaluation or Peer-Evaluation of the Board of Directors" have been stipulated to specify that performance evaluation shall be conducted once annually for the Board of Directors and functional committees, and the Board of Directors shall entrust an external institution to conduct the performance evaluation every three years. In 2022, Taiwan Corporate Governance Association has been entrusted to conduct the 2022 external performance evaluation of the Board of Directors. In addition, the evaluation result is reported in the Board of Directors' meeting in order to enhance the performance of the Board of Directors. The historical results of the Board of Directors performance evaluation have indicated "Excellent", and the internal performance evaluation result for the 2022 Board of Directors and functional committees is also "Excellent".

Ratings and Benchmarks

Top 6%~20% in the ninth term Public Company Corporate Governance Evaluation in 2022.

Corporate Governance Officer

The resolution of the Board of Directors was passed in 2019. Yu-Ping Tien, Vice President of the Executive Office, assumes the chief corporate governance officer. She has been engaged in the management of the Board of Directors and the Audit Committee's meeting and related corporate governance affairs of the Company for more than 10 years, and has completed the annual training hours of the corporate governance supervisor for 20 hours (more than 12 hours required by the law) in 2022. Her main duties include "handling the meeting related matters of the board of directors and the shareholders’ meeting in accordance with the law", "making the minutes of the board of directors and the shareholders’ meeting", "assisting the directors in taking office and continuing learning", "providing the data required for the directors to carry out their business", "assisting the directors in complying with laws and regulations", etc.
The business implementation in 2022 is as follows:
  1. To be responsible for the proceedings of the Board of Directors/Shareholders meeting and making minutes.
  2. To assist the Board of Directors, the Audit Committee, the Corporate Governance & Nominating Committee.
  3. According to the corporate governance evaluation indicators of the Taiwan Stock Exchange and the Taiwan Corporate Governance Association, assist each unit to inspect the implementation of corporate governance-related matters.
  4. Assist the directors (including independent directors) in performing their duties, providing necessary data and arranging more than 6 hours of further study as required by the directors’ act.
  5. Assist the Board of Directors, functional committees, individual directors and peers in performance evaluation.
  6. Handle the "Directors and Officers Liability Insurance" and submit it to the Board of Directors.

Ethical Management

To foster the management culture of ethical corporate management and best practice, as well as its sound development, the Company accordingly appoints, subject to the Board, the dedicated Committee of Corporate Governance and Nomination, to be accountable for establishing and overseeing the implementation of the Policies relating to ethical corporate management and best practice. Both Compliance Dept. and Executive Office shall collaboratively assist the Committee on the implementation.
 
Actions and achievements in 2022 associating with the implementation may include:
  1. Completion of the report of Assessment regarding the Policy of Ethical Corporate Management and Best Practice in 2022.
  2. Amendment on the Measures for the Report on Illegal, Immoral and Dishonest Acts, amid with the addition of an exclusive line as one of the reporting approaches.
  3. Amendment on the Policy of Ethical Corporate Management and Best Practice, amid with the addition of Accountability System.
 
Status update of the trainings in 2022.
  1. Board of Directors: Completion on a 3-hour training session regarding the ”Anti-corruption, whistleblower-protection, and anti-money laundering”, as well as the ”Trends of financial crime and anti-money laundering with the corporate’s perspective”, with attendance of 9 directors and 100% completion rate.
  2. Employees: Completion on training sessions regarding “Prevention on inside trading”, “Ethical corporate management and best practice, as well as measures for the report on illegal, immoral and dishonest acts”, “Fair treatment on customers”, which may total up to 6 hours with over 5,100 attendances of 99.9% completion rate.
  3. Agents: Completion on training sessions regarding “sales professional quality and fair treatment on customers”, with over 20,200 attendances of 98.65% completion rate.