StructureThe 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 BenchmarksTop 6%~20% in the ninth term Public Company Corporate Governance Evaluation in 2022. |
|
Corporate Governance OfficerThe 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:
|
|
Ethical ManagementTo 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:
Status update of the trainings in 2022.
|