The Board of the Company resolved to appoint Manager CHEN JUEI FEN of the Department of Finance and Accounting as the Chief Corporate Governance Officer on May 6, 2020 for the proper pursuit of corporate governance and the performance of the professed functions of the Board. The Chief Compliance Officer shall report to the Board and is charged with the duties of the administrative affairs for the sessions of the Board and the Shareholders Meeting, preparation of the agenda for the sessions of the Board and the Shareholders Meeting, assistance to the Directors in assumption of office and continuing education, supplying information to Directors to carry out their duties, assistance to the Directors in handling matters pertinent to compliance, protection of the rights of shareholders, vitalization of the functions of the Board and other matters pertinent to corporate governance. The gravity of work in 2020 is specified below:
(1) Act as the functional unit of the Board and the functional committees the duties of which include the preparation of meeting agendas, specifying the reasons for the meetings and delivering the notice of meeting to respective Directors or committee members 7 days in advance, and supplying sufficient information to the participants of the meetings for their full understanding of the motions to be discussed and resolved in the meetings. Where specific motions in the meetings may involve the private interests of the Directors themselves or the institutions they represent, this unit shall remind them to recuse from the conflict of interest.
The minutes of all meetings on record will be delivered to the Directors or committee members within 20 days after the meetings.
(2) Release or make announcement of the major resolutions of the Board and Shareholders Meeting on the day of the meeting and assure the information is lawfully disclosed and accurate for the protection of the symmetrical access to information of the investors.
(3) Handle registration prior to a scheduled session of the Shareholders Meeting, prepare and declare the notice of meeting, meeting agenda, Minutes of meeting on record by respective deadlines.
(4) Proceed to make related changes in company registration.
(5) Organize self-assessment of the Board on performance of the year and report to the Board on the result in the nearest session of the Board to fortify the operation efficiency of the Board.
(6) Assess the amount insured of “Professional Liability Insurance for the Protection of the Directors and Key Personnel” and take insurance coverage for their protection, and report the content of insurance to the Board.
(7) Provide information on continuing education to the Directors from time to time, and remind the Directors of the required hours of continuing education at regular intervals under law, and make the declarations of the completion of studying.
(8) Provide information on the updated versions of applicable laws or amendment to applicable legal rules pertinent to the assigned duties of the Board and its members, corporate governance, or business operation from time to time.
(9) Review the attainment of the corporate governance evaluation indicators annually, and propose corrective action plans and responding measures addressing issues falling behind the requirements of the indicators.
(10) Provide information on the operation or financial position of the Company as per the needs of the Directors, maintain thorough communication between the Directors and relevant function heads of the Company.
Advanced Study Status of Chief Corporate Governance Officer
Communication between Independent Directors, the Chief Internal Auditors and CPAs
(1)Independent directors communicate with the accountants at least once a year. The accountants report financial results, operating results of the subsidiaries and internal audit results to independent directors. They also discuss and communicate the questions raised by the participants in the meeting.
(2)Independent directors communicate with our internal auditors at least once a quarter. Our internal auditors report the internal audit operations internal control results to independent directors. Independent directors and our internal auditor audit the subsidiaries every quarter, and discuss and communicate with subsidiaries when auditing.
Major Communication Results