corporate governance principles
our company establishes a corporate governance system that comply with the laws and regulations,which is based on the following principles:
- establish an effective corporate governance structure.
- protect shareholders' rights and interests.
- strengthen the functions of the board of directors.
- play the role of supervisor.
- respect the rights and interests of stakeholders.
- improve information transparency.
the compliance of related laws, handling matters of the board of directors and shareholders' meetings,providing relevant information for the directors,and recording conference proceedings shall be performed by operation department.
governance structure
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roles of board of directors
under our governance structure, the board of directors is our highest governing body. besides conforming to the decisions of the shareholders’meetings, the board must also act in compliance with the company act, securities and exchange act, articles of incorporation, and other regulations stipulated by the board. furthermore, we have established the board and management ethics policy to ensure the ethical conduct of personnel when performing their duties, and prevent any wrongdoings towards our company and shareholders.
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duties of board of directors
- review of the company's business policy.
- review of the company's important assets and real estate purchases and disposals.
- appointment and removal of important officers of the company.
- finalized the company's budget.
- review of the company's business report .
- draft company's earnings distribution.
- finalized the increase or reduction of capital is drafted.
- comply with related laws,regulations and other shareholders' meeting.
compensation committee
roles of compensation committee
compensation committee is aim to sound the role of supervision and strengthen management functions.the establishment of the committee's rules and related matters shall be comply with the provisions of the financial supervisory commision.
duties of compensation committee
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members: three independent directors of our company.
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duty:
in a professional and objective manner to evaluate the compensation policies and systems of the directors and managers. except as otherwise provided by law,the matters related shall be handled in accordance with the “regulations of the compensation and remuneration committee” issued by our company.
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compensation committee shall be based on the following principles when they performs the functions of the preceding paragraph:
- the appraisal of the performance should refer to the normal level of the peers,relevance of individual performance, company performance and consider the future risks.
- directors and managers should not be led to engage in high-level risk appetite in order to pursuit of salary remuneration.
- the short-term performance bonus or changes in salary compensation should be considered by the industry characteristics and the nature of the company's business.
independent audit committee
roles of audit committee
the audit committee's operation is following the main purpose as follow:
- the fairness of the company's financial statements.
- appointment(dismissal), independence and performance of accountant.
- effective implementation of internal control .
- comply the relevant laws and regulations.
- control the existing or potential risks of the company.
duties of audit committee
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members: three independent directors of our company
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duty:
- established or amended the internal control system in accordance with article 14-1 of the securities and exchange act.
- assessment of the effectiveness of the internal control system.
- acquisition or disposal of assets, engaging in derivatives trading,extension of monetary loans to others, endorsements or guarantees for others, and disclosure of financial projections in accordance with article 36-1 of the securities and exchange act.
- a matter bearing on the personal interest of a director or supervisor
- a material asset or derivatives transaction.
- a material monetary loan, endorsement, or provision of guarantee
- the offering, issuance, or private placement of any equity-type securities.
- appointment or dismissal of accountant.
- appointment and dismissal of financial, accounting or internal audit supervisors.
- annual financial report
- matters stipulated by other authorities.
the resolution of the preceding paragraph shall be shall be decided by a majority of all shareholders and be adopted by the board of directors. except for the item 10 in paragraph i, the resolution can also be decided by two-thirds of all shareholders.
internal control mechanisms
when internal control mechanisms implemented in every aspects of our company, we can ensure that our company management will be able to safeguard the rights and interests of shareholders.
computerized internal management operations
the administration division of our company is classified into six major management functions including human resources, finance, sales, production, property, and engineering.when users input basic information into the computer, the data can be transferred between different departments for usage, allowing them to extract and link information.furthermore, checkpoints have been established at all connection points where system will cross-examine the data for finding errors. upon detection of abnormal data, the system will alarm relevant person to inquire into the causes of the abnormality and conduct corresponding handling operations,ensuring that the computer data can be compiled into analysis reports for management uses.as a result, the most significant difference between our internal control mechanisms and other enterprises is that we fully computerized management system reducing human interference and judgment errors significantly.
the computerization of our internal management is not only a management tool but also an important reference for the improvement of our management. any existing operation that may be computerized represents room for improvement, allowing us to pursue the spirit of “rationalization” and achieve perfection.
professional and independent internal audit operations
the audit office established by our company is directly under the board of directors and employs independent internal auditors. every year, internal auditors are required to attend audit-related courses organized by professional training institutions to enhance their professional capacities.through the process of internal audit at regular or irregular intervals,we can not only strengthen systems computerization but also ensure management efficiency.
