Corporate Governance

• Status of Corporate Governance
• Corporate Executives
• Major Internal Policies
• Corporate Governance Practices
• Committees
• Investors’ Conference
• Internal Audit
• Information on Reducing Greenhouse Gas Emission

Members

Responsibility

The main function of the Audit Committee is to supervise the following matters:
1. Fair presentation of the financial reports of this Corporation.
2. The hiring (and dismissal), independence, and performance of certificated public accountants of this Corporation.
3. The effective implementation of the internal control system of this Corporation.
4. Compliance with relevant laws and regulations by this Corporation.
5. Management of the existing or potential risks of this Corporation.

Operations

The Audit Committee is composed of all Independent Directors. 
The term of the members of the 2nd Audit Committee is from May 19, 2020 to May 18, 2023 (the same term as the 24th board of directors of the company) 
The 2nd Audit Committee convened seventeen meetings by May 27, 2022.  The average attendance rate in-person of committee members is 100%.

Communication status between independent directors and accountants

Prior to the annual review of the financial statements, the independent directors and the certified public accountants will discuss and communicate the scope and manner of the review, and the key audit issues.
The certified public accountant communicates with the independent directors at the audit committee meetings on a quarterly basis regarding the review results or financial statement audits of the Company and its subsidiaries, and has reached consensus on relevant matters through adequate and excellent communication.
The accountant will explain and communicate with the independent directors on an irregular basis regarding the update of relevant regulations and whether the amendment of laws and regulations affects the way of accounting.
Summary of communication:

Communication between independent directors and internal auditors

The Company's head of internal audit sends monthly audit reports and tracking report related information to the independent directors for review, who will provide guidance to the internal audit unit through this communication mechanism.
The head of internal audit attends and presents business reports at the board of directors and audit committee meetings.
Summary of communication:

The Remuneration Committee was renamed the Remuneration and Nomination Committee on May 30, 2023, which is composed of two independent directors and one university professor with a professional background, all equipped with 5 years of work experience and relevant qualifications, sufficient to maintain independence, professionalism, and impartiality.  It is mainly in charge of reviewing the selection of directors and senior executives, the remuneration policies, standards for performance appraisal and so on, as well as making suggestions to strengthen the selection mechanism of directors (independent directors) to build a diversified and professional board of directors. 

Members

Responsibility

1. Periodically reviewing this Charter and making recommendations for amendments.
2. Establishing and periodically reviewing the performance assessment and the policies, systems, standards, and structure for the compensation of the directors and managerial officers of this Corporation.
3. Periodically assessing and setting the compensation of the directors and managerial officers of this Corporation.

Operations

• There are three members of the Remuneration and Nomination Committee of the Company.
• The term of office of the members of the 5th Remuneration and Nomination Committee is from the date of the Board of Directors' resolution approving this appointment on 19 June 2023 to 29 May 2026 (the same as the term of office of the 25th session of the Board of Directors of the Company).
• This Committee shall convene at least twice a year, and in 2023, two meetings were held up to 27 June 2023, with an average attendance rate of 100%.
• The operation of the Committee for 2023 is as follows:

Members

Responsibility

1. To formulate the Corporate Governance Best Practice Principles and related regulations and review the effectiveness of their implementation.
2. To formulate, monitor, and review sustainable development policies, systems, or related management policies.
3. To establish, monitor and review ethical corporate management policies and prevention programs.
4. To establish, monitor, and review environmental sustainability (climate change management) systems and objectives.
5. The Company establishes, monitors and reviews risk management policies and management mechanisms.
6. Propose lists of nominated candidates for directors.
7. Develop and regularly review directors' training programs and succession plans for directors and senior managers.
8. Establish and develop the organizational structure of the Board of Directors and functional committees.
9. Other matters as directed by the Board of Directors. 

Operations

1. The Company's Corporate Governance and Nominating Committee is responsible for the promotion of sustainable development. It was established upon approval by the 23rd session (16th meeting) Board of Directors on September 26, 2019. To strengthen the functions of the Board of Directors, the shareholders' meeting approved the amendment to the Company's Articles of Incorporation on July 15, 2021, and the Corporate Governance Committee was renamed to Corporate Governance and Nominating Committee.
2. The Corporate Governance and Nominating Committee holds at least two meetings a year, with a total of three members, and more than half of the members are independent directors with relevant professional capabilities.
3. The proposals and motions of the Corporate Governance and Nominating Committee are regularly submitted to the Board of Directors' for reporting or for resolution, at least twice a year. In 2023, the Corporate Governance and Nominating Committee reported thrice at the Board of Directors meeting on February 14, 2023 (the 24th meeting of the 24th Board of Directors) and on May 2, 2023 (the 27th meeting of the 24th Board of Directors).
4. The 2nd Corporate Governance and Nominating Committee convened 8 meetings by May 2, 2023.  The average attendance rate in-person of committee members is 100%.

Supervision status

• The Corporate Governance and Nominating Committee reports to the Board of Directors on the promotion of corporate governance every year, including the implementation of the plans to prevent dishonest behavior, identification of and communication with stakeholders, risk management, information security management, and development of intellectual property management plans that are linked to operational objectives.
• The publication of Sustainability Report and Climate-related Financial Disclosures (TCFD) Report.
• Amend the integrity management policy and formulate integrity management procedures and code of conduct.
• The environmental sustainability unit has been set up under the Corporate Governance and Nominating Committee, which is composed of dedicated personnel from relevant departments and divisions. The President serves as the convener and the Production Vice President serves as the vice convener, who are responsible for evaluating and managing climate-related risks and opportunities as establishing strategies and objectives. The environmental sustainability unit reports its implementation status to the Corporate Governance and Nominating Committee and the Board of Directors on a regular basis.