Corporate Governance
公司治理
我們傳遞股東的合法權益及兼顧其他利害關係人的利益
Functional Committees
The Company is continuously committed to pursuing excellence in corporate governance, thereby improving and strengthening organizational operation mechanisms. Under the Board of Directors, three functional committees have been established: the "Audit Committee" ,the "Remuneration Committee" ,and the "Sustainable Development and Risk Management Committee".
Audit Committee
The Company established the Audit Committee in August 2010, which is composed of all independent directors. The Audit Committee aims to sound the Company's corporate governance and strengthen the Board's audit supervision functions. To implement the spirit of corporate governance, the committee operates in accordance with the "Organizational Rules of the Audit Committee," and its primary responsibilities are as follows:
- Formulation or amendment of the internal control system.
- Assessment of the effectiveness of the internal control system.
- Formulation or amendment of procedures for handling material financial or business acts, such as the acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, or providing endorsements or guarantees for others.
- A matter relating to the personal interest of a director or supervisor.
- Material asset or derivative transactions.
- Material monetary loans, endorsements, or provision of guarantees.
- The offering, issuance, or private placement of any equity-type securities.
- The hiring or dismissal of an attesting CPA, or the compensation given thereto.
- The appointment or dismissal of a chief financial officer, accounting officer, or Head of Internal audit.
- Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, manager, and accounting officer.
- Any other material matter so required by the Company or the Competent Authority.
Remuneration Committee
The Company established the Remuneration Committee in July 2011, which is composed of all independent directors. The committee operates in accordance with the Company's "Organizational Rules of the Remuneration Committee," and its primary responsibilities are as follows:
- Stipulate and review regularly the compensation policies, systems, standards and structures, and performance of directors and managers.
- Regularly assess and establish remunerations for the directors and managers.
Sustainable Development and Risk Management Committee
The Company set up the "Sustainable Development and Risk Management Committee" in November 2022, which consists of five directors (including four independent directors). In order to promote the Company's work related to sustainable development, risk management and ethical corporate management, three functional groups have been set up under this committee, namely the sustainable development working group, the risk management working group and the ethical management working group, to assist in the implementation and handling of this Committee resolution instructions. The operation of the committee is handled in accordance with the Company's "Sustainable Development and Risk Management Committee Organization Regulations". The main responsibilities are:
- Formulate the Company's sustainable development policy, risk management policy and ethical management code, as well as the formulation of related strategies and implementation plans.
- Review, track and revise the implementation and effectiveness of the Company's sustainable development, risk management and ethical management, and report to the board of directors on a regular basis.
- Other matters that have been resolved by the board of directors to instruct the committee to conduct.
Members of Functional Committees
| Job Title | Name | Audit Committee | Remuneration Committee | Sustainable Development and Risk Management Committee | Professional Qualifications and Experience |
|---|---|---|---|---|---|
| Director | Nen-Yao Chang |
(Convener) |
Graduated from B.S. in Engineering, Duke University. He is the President of the Company. He has been dedicated to the real estate development industry for many years. He has the work experience required by the Company's business, and has the ability of professional leadership, operation management and strategic planning. |
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| Independent director | Chi-Der Tsai |
Graduated from National Taipei University with a bachelor's degree in accounting. He is qualified as an accountant of the Republic of China and is currently a partner of DI-CHEN accounting firm. He has the necessary working experience in finance and accounting. |
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| Independent director | Freddie Liu |
(Convener) |
Graduated from Michigan University with Master of Business Administration. He is currently the Representative of Corporate Director, CSO and Corporate Governance Officer of TPK Holding Co., Ltd., and an Independent Director of EDOM Technology Co., Ltd. He used to be Vice President of Finance, ASE Group and Vice President of corporate finance department of Taiwan Citibank. He has the necessary work experience in corporate governance, risk management, strategic planning and financial management. |
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| Independent director | Huei-Chu Huang |
Graduated from Missouri with M.B.A. She is currently an independent director of VisEra Technologies Company Ltd., Parade Technologies, Ltd., and Polytronics Technology Corporation and previously served as the Managing Director of UBS and Merrill Lynch Securities in Taiwan, and the Senior Vice President of China Development Financial Holdings. She has the necessary working experience in finance and accounting. |
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| Independent director | Chun-Chi Kung |
(Convener) |
Graduated from E.M.B.A., National Sun Yat-sen University. He is qualified as an accountant of the Republic of China and is currently an indenpant director of Infinite Finance Co., Ltd; Hi-Lai Foods Co., Ltd. and Weleader BIO Co., Ltd. He used to be Vice Chairman and Partner, Deloitte & Touche. He has the necessary working experience in finance and accounting. |
Performance Evaluation of Functional Committees
To strengthen the effectiveness of corporate governance, the Company's Board of Directors has approved and established the "Regulations for Board Performance Evaluation." The regulations explicitly state that the Company shall conduct an internal performance evaluation of the Board of Directors and functional committees at least once a year, and an evaluation shall be conducted by an external independent professional institution or a team of external experts and scholars at least once every three years.
董事會績效評估辦法 最近三年度功能性委員會績效評估結果