Corporate Governance Status

Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons:

Evaluation Item

Implementation Status
Deviations and Reasons
Y
N
Description of Summary
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
The “corporate governance principles” have been established and published on the Company’s website.
None
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
(1)The Company has established a spokesperson system and an e-mail address to handle related matters.
None

(2)Does the company possess the list of its major shareholders as well as the ultimate owners of those shares?

V
(2)Monthly statistical reporting and announcement of Directors’ and major shareholders’ shareholdings, and maintaining close contact with major shareholders.
None

(3)Does the company establish and execute the risk management and firewall system within its conglomerate structure?

V
(3)The operating principles of clarity and independence of financial and business management.
None

(4)Does the company establish internal rules against insiders trading with undisclosed information?

V
(4)The Company has established a “Code of Ethical Conduct” to regulate relevant conduct and disclose it on the Company’s website.
None
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
(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

(2)Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee?

V
(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 fulfill sustainable development. Its powers and duties are as follows:

  1. Formulate sustainable business policies and overall goals to achieve corporate governance, customer care, environmental protection, and social welfare development according to business strategies, and comply with laws and regulations.
  2. Review the annual sustainable business plan and related proposals.
  3. Review the implementation progress and annual results of various sustainable business proposals.
  4. Review the sustainability report.
None

(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

(3). The Company has established a policy and method for evaluating the performance of the Board of Directors. The Company shall conduct a performance evaluation of the Board of Directors, Board members, the Remuneration Committee, and the Audit Committee at least once a year and report the evaluation to the Board of Directors before the end of the first quarter of the following year.
The results of the performance evaluation of the Board of Directors and functional committees in 2023 were reported to the Board of Directors on March 12, 2024. The results were in compliance with relevant laws and regulations, and no violations of laws and regulations or penalties were imposed. The performance evaluation is as follows.
(1) Assessing the overall Board of Directors and the self-evaluation of board members, the performance evaluation is predicted to be positive.
(2) The performance of the Audit Committee shall be evaluated as good.
(3) The performance of the Remuneration Committee shall be evaluated as good.

The performance evaluation items for the Company’s Board of Directors and functional committees are as follows
1. The Board of Directors’ performance evaluation is subject to the following five aspects:
(1) Participation in the Company’s operations.
(2) Quality of Board’s decision making.
(3) Composition and structure of the Board of Directors.
(4) The director’s election and continuing education.
(5) Internal control.
2. Directors’ self-assessment includes the following six aspects:
(1) Alignment of the Company’s objectives and tasks.
(2) Awareness of the duties of directors.
(3) Participation in the Company’s operations.
(4) Management of internal relationship and communication.
(5) The director’s professionalism and continuing education.
(6) Internal control.
3. The measurement items for the performance evaluation of the functional committee shall include at least the following five aspects:
(1) Participation in the Company’s operations.
(2) Awareness of the duties of the functional committee.
(3) Improve the decision-making quality of functional committees.
(4) Composition of the functional committees and member selection.
(5) Internal control.
In the future, the Company will continue to enhance the effectiveness of the Board’s operation to improve corporate governance and enhance the participation and communication channels of the Directors in the operation of the Company.

None

(4)Does the company regularly evaluate the independence of CPAs?

V
(4). Each year, the Board of Directors regularly evaluates the independence and suitability of CPAs with reference to the Audit Quality Indicator (AQI). In addition to checking that the CPAs are not directors, shareholders, or employees of the Company, There is no doubt about the independence and suitability. The Company’s independence and suitability of CPAs were assessed during the Board of Directors meeting held on March 12, 2024. (Note 2).
None
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)?
V

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 2023.
The Head of Corporate Governance is responsible for promoting corporate governance in relation to the following:
1.Conducting meetings of the Board of Directors and shareholders in accordance with the law.
2.Preparing minutes of board and shareholder meetings.
3.Assisting directors and supervisors in their appointments and in their continuing education.

4.Providing the directors and supervisors with information for the performance of their duties.
5.Assisting directors and supervisors in complying with laws and regulations.
6.Other duties specified in the articles of association or in the employment contract.

None
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?
V
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.
None
6. Does the company appoint a professional shareholder service agency to deal with shareholder matters?
V
Has appointed the Department of Agent for Stock Affairs, KGI Securities Co.
None
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
(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.
None

(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
(2)The Company has a spokesperson and an acting spokesperson to act as a communication channel for the Company.
None

(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
(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.
None
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)?
V
(1) Employee rights and benefits: The Company treats its employees with honesty and trust and protects their legitimate rights and benefits in accordance with the Labor Standards Act.
(2) Employee care: We build up a good relationship with our employees through a welfare system and a good training system to ensure a stable life for them.
(3) Investor relations: A spokesperson and a shareholder service officer are in place to handle shareholder suggestions.
(4) Supplier relations: The Company has always maintained good relations with its suppliers.
(5) Stakeholders’ rights: Stakeholders may communicate with the Company and make suggestions in order to protect their legitimate rights and interests.
(6) Continuing education of directors and supervisors: The directors of the Company have a professional background in the industry and practical experience in management.
(7) Implementation of risk management policies and risk measurement standards: Various internal regulations are established in accordance with the law to carry out various risk management and assessment.
(8) Implementation of customer policy: The Company maintains a stable and good relationship with its customers in order to generate profits for the Company.
(9) Insurance coverage for directors and supervisors: The Company has taken out liability insurance for its directors and supervisors with effect from Jan 1, 2024.
None

Note 1: Implementation of the diversity of Board members

Name of Director

Diverse core items

Gender

Ability to make judgments about operations

Accounting and financial analysis ability

Business management ability

Crisis management ability

Knowledge of the industry

International market perspective

Leadership ability

Decision-making ability

Director
WU Yi-Wen
Male
Director
WU Yuh-Twen
Male
Director
HSIEH Hung-Chang
Male
Director
CHEN Hong-An
Male
Independent Director
WANG Chun-Hsiao
Male
Independent Director
HWANG Chin-Yeong
Male
Independent Director
Liu Shuen-Zen
Male

Note 2: CPA independent evaluation sheet

Evaluation Items

Evaluation Results
Whether in line with independence
1. The CPA, the company, and the directors are not related parties.
Y
Y
2. The rotation of the CPA is conducted in accordance with the regulations of the Corporate Governance Practice Code.
Y
Y
3. The auditing firm obtains the prior approval of the Audit Committee before annual verification and appointment for other cases.
Y
Y
4. The CPA reports the execution of reviews/audits and compliance with independence to the Audit Committee every quarter.
Y
Y
5. Regular acquisition of an independence statement issued by the CPA.
Y
Y
6. The CPA has no direct or significant indirect financial interest with the company.
Y
Y
7. The CPA has no financing or guarantee actions with the company or the company’s directors.
Y
Y
8. The CPA has no close business relationship or potential employment relationship with the company.
Y
Y
9. The CPA and members of the auditing service team have not served as directors, managers, or positions with significant influence on audit work in the company in the past two years.
Y
Y
10. The CPA does not provide non-audit services that may directly affect the audit work to the company.
Y
Y
11. The CPA does not mediate the issuance of stocks or other securities by the company.
Y
Y
12. The CPA does not act as a defender of the company or represent the company in negotiating conflicts with third parties.
Y
Y
13. The CPA has no family relationship with the company’s directors, managers, or personnel who have a significant influence on the audit case.
Y
Y
14. The company has not changed CPAs for seven consecutive years.
Y
Y
15. The CPA has not been penalized or has situations that damage their independence.
Y
Y