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 2024, the regular Board of Directors' meetings were convened 12 times.
The Audit Committee, the Remuneration and Nomination Committee, the Risk Management Committee, and the Corporate Governance and Sustainability Committee are created by authority and function under the Board of Directors.
Furthermore, since 2015, the company has been conducting performance evaluations of its directors. In 2018, the “Board Performance Evaluation Regulations” were established, mandating an annual performance evaluation for the Board of Directors and functional committees. Every three years, the Board of Directors must commission an external organization to conduct a performance evaluation. In 2023, the Taiwan Corporate Governance Association was commissioned to perform the external evaluation for the Board of Directors for the year 2022. The evaluation results were reported to the Board to enhance its effectiveness. The internal performance evaluation results for the Board of Directors and functional committees for 2024 were rated as “excellent,” reflecting the successful operation of the company’s Board of Directors.

Ratings and Benchmarks

In 2023, the company was ranked in the 21-35% range among listed companies in the 10th Corporate Governance Evaluation by the Taiwan Stock Exchange.

Corporate Governance Officer

To enhance the functions of the corporate governance unit and assist directors in performing their duties, the Board of Directors resolved in 2019 to appoint Vice President of the Executive Office Yu-Ping Tien, who has over 10 years of experience in managing board and audit committee affairs and related corporate governance matters, as the Chief Corporate Governance Officer. In 2024, the Chief Corporate Governance Officer completed 27 hours of annual continuing education (exceeding the legal requirement of 12 hours). The main responsibilities include “handling matters related to board and shareholder meetings in accordance with the law,” “preparing minutes of board and shareholder meetings,” “assisting directors with their appointments and continuing education,” “providing directors with necessary information for executing their duties,” and “assisting directors in complying with legal requirements.”
The execution of corporate governance duties in 2024 was as follows:
  1. Managed the proceedings and prepared the minutes for board and shareholder meetings.
  2. Assisted in the operations of the Audit Committee and the Corporate Governance and Sustainability Committee.
  3. Assisted various units in reviewing the execution of corporate governance-related matters in accordance with the Taiwan Stock Exchange corporate governance evaluation indicators.
  4. Assisted directors with their appointments, legal compliance, and duty execution, provided necessary information, and arranged for the legally required minimum of 6 hours of continuing education.
  5. Assisted in conducting performance evaluations for the Board of Directors, various functional committees, individual directors, and peer evaluations.
  6. Reported to the Board of Directors on the compliance of independent directors with relevant laws and regulations.
  7. Managed matters related to changes in directors.
  8. Handled “Directors and Officers Liability Insurance” and reported to the Board of Directors.

Ethical Management

  • To foster the management culture of ethical corporate management and best practice, as well as its consummate development, the Company accordingly appoints, subject to the Board, the dedicated Corporate Governance and Sustainability Committee, 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, and annually report the implementation status  to the Board of Directors.
  • Status update of the trainings in 2024:
  1. Board of Directors: Completion on a 3-hour training session regarding the“Corporate Governance and Ethical Management”, “Insider Trading Prevention”  , as well as the“Anti-Money Laundering and Countering the Financing of Terrorism”, with attendance of 11 directors and 100% completion rate.
  2. Employees: Completion on training sessions regarding “Prevention on inside trading”, “Ethical corporate management and whistle-blowing policies”, “Fair treatment on customers”, which may total up to 6 hours with over 5,200 attendances of 100% completion rate.
  3. Agents:
  • Completion on training sessions regarding “sales professional quality” with over 9,500 attendances of 98.9% completion rate.
  • Completion on training sessions regarding “fair treatment on customers” with over 8,600 attendances of 98.4% completion rate.

Insider Trading Prevention

  • In 2024, our company disseminated monthly emails to directors outlining common deficiencies in internal stock reporting and regulations against short-term trading. These guidelines stress the proper reporting of share transfers and strictly prohibit insider and short-term trading. We also reminded directors that any gains from short-term trading should be returned to the company.
  • Our company established "Insider Trading Prevention Management Measures". In 2024, we conducted training to prevent insider trading, involving 11 directors (3 hours each) and 1,694 employees (1 hour each).
  • In 2024, our company notified directors not to trade company stocks during a 30-day closed period before the annual financial report and a 15-day closed period before each quarterly financial report, as mandated by regulations.