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Information transparency and integrity are two key aspects within our corporate governance and operations. Our company complies with laws and regulations, conducts internal control and audits, and assesses internal and external risks to ensure guidelines and policies are in place and to protect the rights of our stakeholders. In 2019, we ranked in the top 36-50% among the listed companies for the Corporate Governance Evaluation.  

 

P24.01
 

 

Board of Directors

Board of Directors

Our Board consists of 9 directors of which 3 are independent directors, a 33% representation. The directors serve a three-year term, and the meetings are held quarterly. Our board members come from a wide array of backgrounds, including management, material industry, finance, agriculture and business laws, and providing expertise in their area of specialty to assist the operational decisions. To ensure that women have a fair opportunity to participate in the various decision making roles at our company, the board of directors includes a female director, a step toward gender equality.

We established Board of Directors Guidelines and Rules along with conflict of interest avoidance acts. The board held 7 meetings in 2019 with an average attendance rate of 90.5%. Effective starting in 2019, our Board of Directors is covered with Directors and Officers Liability Insurance to reduce the risks of being sued while managing the company. Meanwhile, fortify our company’s risk management capability and effectiveness of our directors.

Audit Committee

Audit Committee

In 2018, our audit committee is established with the three independent directors. They meet the expertise requirement (one of them is a financial expert). In accordance to “Regulations Governing the Exercise of Powers by Audit Committee of Public Companies”, our company charters an Audit Committee which serves the following functionalities: assist and monitor, supervise the execution of operational strategy, assess and review the adequacy of the financial reports, provide internal control audits and risk management. A meeting is held at least once each quarter. In 2019, a total of 5 meetings were held with an average attendance rate of 86.7%.
Remuneration Committee

Remuneration Committee

To ensure an adequate and fair compensation system for the board of directors and the managing officers, the Remuneration Committee is created based on Article 3 of “the Regulations Governing the Appointment and Exercise of Powers”. The committee consists of three members whom are the independent directors. The purpose is to assist the board of directors in evaluating the fairness of the compensation plans and offer opinions and recommendations. There were two meetings held in 2019 with an average attendance rate of 83.3%.
Communication Channels

Communication Channels

Within our company website and the CSR link, there are dedicated mailbox and direct line providing different channels for the stakeholders to communicate with us; the company also has designated mailbox for the whistleblowers. Moreover, a whistleblower protection program is in place which protects the whistleblower’s identity and tracks the progress of the concerned issues.

Protecting employees’ rights and offering a workplace free of sexual harassment, the company provides training courses and pamphlets to reinforce the preventive measures against sexual harassment. Employees are encouraged to use the complaint hotline: 04-26362111 (ext.212) or Email住址會使用灌水程式保護機制。你需要啟動Javascript才能觀看它 whenever they feel that their rights have been violated in any way. There was no incident reported in regards to the violation of employees’ rights or sexual harassment in 2019.

Ethics and Integrity

Ethics and Integrity

We adhere to “integrity as the business operation foundation” and follow the principles of fairness and transparency in all business transactions. Within our company’s “Governance Code of Conduct”, “Integrity Code of Conduct” and “Ethics Code of Conduct”, the rules and principles are clearly defined. It is expected that all employees must not accept bribery while planning or executing operational decisions, corruption and other dishonest acts are also prohibited. In addition, we have signed the Integrity Agreements with our business partners to significantly reduce any forms of corruption and bribery. Ensuring that integrity is effectively executed in all business transactions to minimize the risk of damaging company reputation. Market Observation Post System (MOPS) and annual reports fully disclose the implementation and effectiveness of business integrity at our company. In 2019, there was no corruption, dishonesty, and no antitrust incidents.
Management and operation of Internal Control

Management and operation of Internal Control

We implemented “Internal Control System and Guidelines”, which explain the purpose of such policy designs, how they will be executed and evaluated, and also how the subsidiaries will be monitored and managed. The audit team, under the direct supervision of the board of directors, performs the internal controls in the 8 business cycles as prescribed in the “Regulations Governing Establishment of Internal Control System”, Information Security, and the other operating procedures. Moreover, the audit team uses the risk assessment findings to draw up the annual audit plan and to lay out the items to be audited each month. The audit team then reports regularly to the Audit Committee and Board of Directors on its reviews and evaluations. In 2019, there were 49 audit reports and 5 reports required follow-ups.

Each year, the internal control auditors participate in continuous educational trainings to enhance their knowledge and capability in the area of audit. Closely monitoring the internal control assessments within each business unit, evaluating and identifying the potential operating risks, and adjusting strategies as necessary, the internal control auditors ensure the business operations are in compliance to the laws & regulations and company policies & guidelines to reach the company goals.

 

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