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
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V
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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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V
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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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V
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The operating principles of clarity and independence of financial and business management.
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None
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V
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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
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V
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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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V
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The company has set up the salary and remuneration committee per applicable laws and established an audit committee actively. It also plans to set up other committees with different functions per applicable laws and based on actual needs in the future.
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Evaluating to set up
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V
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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 2020 Board of Directors’ performance evaluation were reported at the Board of Directors’ meeting on March 17, 2021, and the evaluation result was good and in compliance with the relevant laws and regulations, with no violations of laws and regulations 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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V
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The Board of Directors periodically evaluates the independence of the CPAs each year, in addition to self-checking that the CPAs are not Directors, shareholders, or employees of the Company, and obtaining a statement of independence from the CPA to confirm their independence. The Company’s Board of Directors has assessed that the independence of the CPAs was beyond doubt on November 10, 2020 (Note 2).
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None
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4. Does the public company have a suitable number of competent corporate governance personnel and has it appointed a corporate governance supervisor responsible for corporate governance matters (including but not limited to providing information for Directors and Supervisors to perform their duties, assisting Directors and Supervisors with regulatory compliance, handling matters related to Board meetings and shareholders’ meetings, and preparing proceedings for Board meetings and shareholders’ meetings)?
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V
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The Company has established the Finance Department as a part-time corporate governance unit, which is responsible for promoting corporate governance-related matters, including providing information necessary for Directors to perform their business, assisting Directors in complying with laws and regulations, and handling matters related to meetings of the Board of Directors and Shareholders Meetings as per the law, registering companies and registering changes, and preparing minutes of Board meetings and Shareholders meetings.
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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
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V
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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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V
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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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V
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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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