The Company shall establish a corporate governance system that not only complies with the relevant laws and regulations, protects the rights of shareholders, addresses shareholders on an equal footing, strengthens the structure and operation of the Board of Directors, enhances information transparency and fulfils corporate social responsibility, but also strives to establish an effective corporate governance structure, as described below:
A.Implementation Principles
The Company attaches great importance to corporate governance and aims to implement it in accordance with the following principles, which are of the highest international standards:
- Disclosure of important information in a timely manner.
- Good interaction and checks and balances between the Board of Directors and the management team.
- Establishment of an audit committee to ensure the independence and fairness of the accountants. (In 2017, the shareholders approved an amendment to the Articles of Association in an EGM to establish an Audit Committee)
- Establishment of a Remuneration Committee to strengthen corporate governance and improve the remuneration system for directors and managers of the Company.
- A specific and clear dividend policy.
- Voting at shareholders' meetings on a case-by-case basis to give full effect to the exercise of shareholders' rights.
- Compliance with the Code of Corporate Governance, adherence to the principle of integrity and implementation of the internal audit mechanism.
B.Implementation of Corporate Governance
"Director of Corporate Governance":
The Board of Directors appointed Ms. Lin, Mei-Wun , the Finance Associate of the Management Department of the Company, as the Director of Corporate Governance, who is responsible for matters relating to corporate governance, including conducting meetings of the Board of Directors, the Audit Committee, the Remuneration Committee and the Shareholders' Meeting in accordance with the law; assisting directors in their appointment and continuing education; providing information necessary for directors to carry out their business; and assisting directors in complying with laws and regulations.
The Company has two committees under its corporate governance structure, namely the “Audit Committee” and the “Remuneration Committee”.
"Director of Corporate Governance":
The Board of Directors appointed Ms. Lin, Mei-Wun , the Finance Associate of the Management Department of the Company, as the Director of Corporate Governance, who is responsible for matters relating to corporate governance, including conducting meetings of the Board of Directors, the Audit Committee, the Remuneration Committee and the Shareholders' Meeting in accordance with the law; assisting directors in their appointment and continuing education; providing information necessary for directors to carry out their business; and assisting directors in complying with laws and regulations.
The Company has two committees under its corporate governance structure, namely the “Audit Committee” and the “Remuneration Committee”.
” Remuneration Committee”:
The Company established a Remuneration Committee in October 2017, and in order to implement the spirit of corporate governance and in accordance with the Company's “Remuneration Committee Organizational Charter”, its main responsibilities are:
The Company established a Remuneration Committee in October 2017, and in order to implement the spirit of corporate governance and in accordance with the Company's “Remuneration Committee Organizational Charter”, its main responsibilities are:
- To establish and regularly review the policies, systems, standards and structures for performance evaluation and remuneration of directors and managers.
- To regularly evaluate and determine the remuneration of directors and managers.
- Important resolutions of the Remuneration Committee:
- List of the Remuneration Committee:
| Position | Name | Date of Appointment | Key Experience |
Independent Director | Cheng HungHui | 2024.06.25 | CPA, Chungsun CPAs CPA, Grant Thornton Leader, Mingda CPAs |
Independent Director | Yang HaoMing | 2024.06.25 | Responsible person, KAYU TEXTILE CO., LTD. |
Independent Director | Liu TingXuan | 2024.06.25 | Chairman of Taiwan Shoen Co., Ltd. |
| Independent Director | Luo ShuZhen | 2024.06.25 | General Manager of Zhang Fei Creative Marketing Co., Ltd. |
“Audit Committee”:
In order to strengthen the Board's supervisory responsibilities and management mechanism, the Company established an Audit Committee on 28 December 2017. The Audit Committee consists of all independent directors and at least one of them should have accounting or financial expertise. The term of office of the independent directors of the Committee is three years and they are eligible for re-election. The convenor of the Committee represents the Committee externally. The terms of reference of the Committee shall be as follows:
- To formulate or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
- To evaluate the effectiveness of the internal control system.
- To establish or amend procedures for handling major financial operations involving the acquisition or disposal of assets, derivative transactions, lending of funds to others, endorsement or provision of guarantees for others in accordance with Article 36-1 of the Securities and Exchange Act.
- Matters in which any director has a personal interest.
- Significant asset or derivative transactions.
- Significant loans, endorsements or guarantees of funds.
- The raising, issuance or private placement of securities of an equity nature.
- The appointment, dismissal or remuneration of a certified public accountant.
- The appointment or removal of financial, accounting or internal audit officers.
- Annual financial reports and half-yearly financial reports.
- Any other significant matters as may be prescribed by the Company or the competent authorities.Resolutions on the foregoing matters shall be approved by at least one-half of all members of the Committee and shall be submitted to the Board of Directors for resolution. Except for the annual financial report and half-yearly financial report, if the aforesaid matters are not approved by more than one-half of all members of the Committee, they may be approved by more than two-thirds of all directors. Please refer to the Company's annual report for details of the meetings of the Committee.
- Communication between the independent directors and the auditors and accountants:
- List of the Audit Committee:
| Position | Name | Date of Appointment | Key Experience |
Independent Director | Cheng HungHui | 2024.06.25 | CPA, Chungsun CPAs CPA, Grant Thornton Leader, Mingda CPAs |
Independent Director | Yang HaoMing | 2024.06.25 | Responsible person, KAYU TEXTILE CO., LTD. |
Independent Director | Liu TingXuan | 2024.06.25 | Chairman of Taiwan Shoen Co., Ltd. |
| Independent Director | Luo ShuZhen | 2024.06.25 | General Manager of Zhang Fei Creative Marketing Co., Ltd. |
C.Information Disclosure System
The Company has a comprehensive information disclosure system in place to ensure that shareholders have access to the most up-to-date and accurate information about the Company as a basis for investment, and to provide immediate information on operations, finances, Board of Directors' resolutions, and the management philosophy and policies of the President, based on the principles of accurate, detailed and fair disclosure.
D.Specific Measures for Prevention of Insider Trading
The Company has established the "Procedures for the Management of Internal Material Information and Prevention of Insider Trading" and conducts education and awareness-raising sessions for directors, supervisors, managers and staff members on insider trading related laws and regulations at least once a year. For new directors, supervisors and managers, education and awareness sessions are arranged within one month of their appointment, while for new staff members, the management department conducts pre-service training in conjunction with these sessions.
On 12 November 2019, a training session was conducted for existing directors, supervisors, managers and staff on the confidentiality of material information, as well as the causes of insider trading, the identification process and examples of transactions, and a briefing file was sent to all directors, supervisors, managers and staff members for their reference.
On 12 November 2019, a training session was conducted for existing directors, supervisors, managers and staff on the confidentiality of material information, as well as the causes of insider trading, the identification process and examples of transactions, and a briefing file was sent to all directors, supervisors, managers and staff members for their reference.
E.Information Security Policy and Management Plan
In view of the rapid changes in information security attacks, such as social engineering attacks, APT advanced persistent penetration attacks, DDOS distributed denial of service attacks, etc. and in order to prevent malicious or accidental intrusion, damage and leakage, the Company is committed to strengthening its information security management to ensure the confidentiality of its information assets, system integrity and process management, and equipment and network security, so as to provide a continuous operating environment for business information and to avoid unnecessary losses in operation due to information security issues.
In order to make effective use of our resources and to support the implementation of information security, the Company prioritizes the protection of information assets at different levels of importance in order to achieve maximum information security. The information security policy aims to ensure the smooth operation of the Company, the integrity of information data and the security of corporate secrets, in order to protect the Company's own reputation.
In order to make effective use of our resources and to support the implementation of information security, the Company prioritizes the protection of information assets at different levels of importance in order to achieve maximum information security. The information security policy aims to ensure the smooth operation of the Company, the integrity of information data and the security of corporate secrets, in order to protect the Company's own reputation.
