Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”：
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Evaluation Item |
Implementation Status
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Deviations and Reasons
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Y
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N
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Description of Summary
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| 1. Does the company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”? |
V
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The “corporate governance principles” have been established and published on the Company’s website. |
None
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| 2. Shareholding structure & shareholders’ rights
(1)Does the company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedure? |
V
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(1)The Company has established a spokesperson system and an e-mail address to handle related matters.
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None
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(2)Does the company possess the list of its major shareholders as well as the ultimate owners of those shares? |
V
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(2)Monthly statistical reporting and announcement of Directors’ and major shareholders’ shareholdings, and maintaining close contact with major shareholders.
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None
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(3)Does the company establish and execute the risk management and firewall system within its conglomerate structure? |
V
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(3)The operating principles of clarity and independence of financial and business management.
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None
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(4)Does the company establish internal rules against insiders trading with undisclosed information? |
V
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(4)The Company has established a “Code of Ethical Conduct” to regulate relevant conduct and disclose it on the Company’s website.
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None
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3. Composition and Responsibilities of the Board of Directors
(1)Does the Board develop and implement a diversified policy for the composition of its members? |
V
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(1)Current status: Please refer to Note 1 for the composition of the Board members.
Objective: The Company’s Board of Directors’ diversity policy is based on a comprehensive consideration of (including but not limited to) two major aspects: first, basic qualifications and values, including gender, age, nationality, etc. The second is knowledge, skills and education, including professional qualifications, experience, position and industry, as well as operational judgment, accounting and financial analysis, management, crisis management, industry knowledge, international market perspective, leadership and decision-making ability.
Implementation: The Company has seven Directors, four of whom (57%) are employees who participate in actual operations, and three (43%) are Independent Directors who perform supervisory functions. Each director has different professional abilities (please refer to Note 1), and the Company’s operations continue to expand with their abilities reinforcing and complementing each other. The Independent Directors are elected regularly, with two Directors with four to six years of service and one director with less than three years of service. Management Objective: The composition of the Company’s Board of Directors is based on the goal of diversification and the eight competencies listed above, and each director possesses at least one-third of the qualifications to achieve comprehensive synergy and enhance shareholders’ rights and interests, and the current members of the Board of Directors meet this management objective (please refer to Note 1). |
None
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(2)Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? |
V
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(2)In addition to legally establishing the Salary and Remuneration Committee and formulating related methods, the company established a Sustainability Development Committee in 2022 and formulated its establishment method. The Sustainability Development Committee is composed of 5 directors, of which 3 are independent directors, aiming to implement sustainable business concepts and corporate social responsibility. Its powers and duties are as follows:
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None
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(3)Does the company establish standards and methods for evaluating Board performance, conduct annual performance evaluations, submit performance evaluation results to the Board, and use the results as a basis for determining the remuneration and reappointment of individual Directors? |
V
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(3)The Company has established a Board performance evaluation method and how it is evaluated. The evaluation of the performance of the Board of Directors shall be conducted at least once a year and shall be completed and submitted to the Board of Directors for review before the end of the first quarter of the following fiscal year, and the evaluation method shall be based on the overall Board of Directors and the self-evaluation of the members of the Board of Directors. The results of the 2022 Board of Directors performance evaluation were reported to the Board of Directors on March 14, 2023. The evaluation result was good, in compliance with relevant laws and regulations, with no violations or penalties. In the future, we will continue to enhance the effectiveness of the Board of Directors’ operations to implement corporate governance and enhance the participation and communication channels of the Directors in the operation of the Company.
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None
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(4)Does the company regularly evaluate the independence of CPAs? |
V
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(4)The independence of the certified accountant is regularly assessed by the Board of Directors every year. In addition to self-checking that the certified accountant is not a director, shareholder, or employee of the company, and obtaining an independence statement issued by the certified accountant, to confirm that there is no doubt about the independence of the accountant, the company has evaluated the independence of the certified accountant at the Board of Directors meeting on March 14, 2023, and it should be beyond doubt (Note 2).
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None
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4. Does the company appoint a suitable number of competent personnel and a supervisor responsible for corporate governance matters (including but not limited to providing information for directors and supervisors to perform their functions, assisting directors and supervisors with compliance, handling work related to meetings of the board of directors and the shareholders’ meetings, and producing minutes of board meetings and shareholders’ meetings)?
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V
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On March 22, 2022, the company’s Board of Directors passed a resolution to designate Vice President Sun Weinan as the company’s governance officer to protect shareholder rights and strengthen the function of the Board of Directors. Vice President Sun Weinan has over three years of experience in a managerial position of a publicly listed company’s finance, and has completed the required continuing education hours in 2022.
The Head of Corporate Governance is responsible for promoting corporate governance in relation to the following:
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None
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5. Does the company establish a communication channel and build a designated section on its website for stakeholders (including but not limited to shareholders, employees, customers, and suppliers), as well as handle all the issues they care for in terms of corporate social responsibilities?
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V
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A stakeholder area has been set up on the Company’s website (www.alltek.com) to respond appropriately to the concerns of stakeholders (including shareholders, employees, customers, suppliers, government agencies/authorities, etc.) and to provide smooth communication channels. The Group has internal communication channels for employees to reflect their opinions by email.
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None
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6. Does the company appoint a professional shareholder service agency to deal with shareholder matters?
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V
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Has appointed the Department of Agent for Stock Affairs, KGI Securities Co.
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None
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7. Information Disclosure
(1)Does the company establish a corporate website to disclose information regarding the company’s financial, business and corporate governance status? |
V
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(1)The company has established a website to disclose its financial business and governance information, and the information will be disclosed at MOPS following the regulations.
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None
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(2)Does the company have other information disclosure channels (e.g., maintaining an English language website, appointing responsible people to handle information collection and disclosure, creating a spokesperson system, webcasting investor conference on the company website)? |
V
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(2)The Company has a spokesperson and an acting spokesperson to act as a communication channel for the Company.
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None
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(3)Does the company announce and report annual financial statements within two months after the end of each fiscal year, and announce and report Q1, Q2, and Q3 financial statements, as well as monthly operation results, before the prescribed time limit? |
V
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(3)The Company has announced and filed its annual financial report within three months after the end of the fiscal year under regulations and announced and filed its Q1, Q2, Q3 financial reports within the prescribed period of 45 days, as well as the monthly operation by the 10th of each month.
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None
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8. Is there any other important information to facilitate a better understanding of the company’s corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, Directors’ and Supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for Directors and Supervisors)?
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V
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(1) Employee rights and benefits: The Company always treats its employees with honesty and trust and protects their legal rights and benefits under the Labor Standards Act.
(2) Employee care: We have established a good relationship with our employees through a welfare system and a good education and training system to ensure their stability and mutual trust. (3) Investor relations: We have a spokesperson and shareholder affairs staff to handle shareholders’ suggestions. (4) Supplier relations: The Company has always maintained good relations with its suppliers. (5) Rights of stakeholders: Stakeholders are allowed to communicate with and advise the Company to protect their legitimate rights and interests. (6) Directors and Supervisors’ training: The Directors of the Company have professional backgrounds in the industry and practical experience in management. (7) Implementation of risk management policies and risk measurement standards: Various internal rules and regulations are established following the law to manage and evaluate various risks. (8) Implementation of customer policies: The Company maintains stable and good relationships with its customers to generate corporate profits. (9) The Company has taken out liability insurance for Directors and Supervisors: The Company has taken out liability insurance for Directors and Supervisors, which has been effective since January 1, 2020. |
None
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