Corporate governance structure

 

Governance Structure

 

The Board of Directors is the company’s highest decision-making body, responsible for overseeing the company’s overall operations and monitoring the execution of policies by the management team. The election of board members follows the company’s procedures for director selection to ensure diversity and independence among board members.
Currently, the Chairman of the Board and the CEO are the same person, in order to enhance management efficiency and decision-making execution. During the 2025 re-election, the number of independent directors will be increased, and more than half of the directors will not serve concurrently as employees or managers, thereby strengthening the functions and supervisory role of the Board of Directors.
 

Establishment of Corporate Governance Officer

 Starting from March 13, 2025, the company has established a Corporate Governance Officer to promote corporate governance.
Current Corporate Governance Officer: Approved by the Board of Directors on March 13, 2025, Ms. Yeh Ya-Tong, the Chief Financial Officer, serves as the Corporate Governance Officer. She is a manager of the company with over five years of practical experience in financial management for public companies.

 

Scope of Authority

 

 The scope of authority of the Corporate Governance Officer covers corporate governance-related affairs and shall include, at a minimum, the following matters:

 

 

 

Key Execution Tasks

 

  1.  Assist directors in performing their duties by providing necessary information and arranging training for directors.
    • Provide board members with the latest updates on laws and regulations related to corporate governance and update them regularly.
    • Facilitate communication between directors and business executives, including arranging one-on-one meetings between independent directors and the internal audit supervisor or certified public accountant to discuss financial and business operational issues.
  2. Assist in the procedures and compliance matters of board and shareholders’ meetings.
    • Report to the Board of Directors, individual directors, and functional committees on the implementation of corporate governance, and ensure that the convening of shareholders’ and board meetings complies with the Corporate Governance Best Practice Principles and relevant laws.
    • Responsible for reviewing the disclosure of significant information related to major resolutions of the Board of Directors to ensure legality and accuracy.
  3. Handle shareholders’ meeting matters in accordance with the law.
    • Legally register the date of shareholders’ meetings in advance, prepare and distribute meeting notices, agendas, and minutes within the statutory period, and handle director re-elections and company registration changes.
  4. Precautions for convening board meetings.
    • Prepare the agenda for board meetings and notify directors seven days in advance, convene meetings and provide meeting materials, remind directors of any conflicts of interest in advance, and complete the minutes after the meeting.