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Corporate Governance
Board of Directors
The Board of Directors operates in accordance with laws and regulations, the Company's Articles of Incorporation, and the resolutions of the shareholders' meetings. The Board of Directors consists of nine members elected for a term of three years under a candidate nomination system by shareholders from a list of candidates.
In addition to the knowledge, skills and qualities necessary for the performance of their duties, members of the Board of Directors should also possess the following abilities in order to achieve the ideal goal of corporate governance:
1. Operational judgment.
2. Accounting and financial analysis skills.
3. Business management skills.
4. Crisis management skills.
5. Industry knowledge.
6. International market view.
7. Leadership ability
8. Decision-making ability and other diversified professional backgrounds.
The Company's “Implementation of Diversity in Board of Directors” includes three independent directors and one female director, all of whom are in compliance with the regulations of the Securities and Futures Bureau (SFB) of the Financial Supervisory Commission (FSC) regarding independent directors.
*For more information on the operation of the Board of Directors, please refer to “Market Observation Post System - Operation of the Board of Directors (Stock Code: 6617)”.
Internal Audit
The Company has established an Audit Office under the Board of Directors and appointed a full-time Internal Audit Supervisor to assist the Board of Directors and managers in checking and reviewing the deficiencies of the internal control system and measuring the effectiveness and efficiency of operations, and to provide timely recommendations for improvement to ensure the continuous and effective implementation of the internal control system and to serve as a basis for reviewing and revising the internal control system.
At the end of each year, the Audit Office selects the scope of audit for the following year in accordance with the risk assessment mechanism to check the Company's internal control system and attach the working papers and related information to make an audit report.
In addition to preparing audit reports on internal control deficiencies and anomalies identified in the audit, the internal auditors will also follow up on the cases to ensure that the relevant units take appropriate improvement measures in a timely manner, and deliver the audit reports to the independent directors for their review by the end of the month following the completion of the audit report.
The internal audit unit will then review the self-inspection reports of each unit and subsidiary in order to assess the effectiveness of the design and implementation of the internal control system as a whole.
Articles of Incorporation
Articles of Incorporation (PDF)
Procedures for Prevention of Insider Trading and Management of Material Internal Information (PDF)
Rules of Procedure for Shareholders' Meetings (PDF)
Code of Conduct for Board of Directors (PDF)
Election of Directors (PDF)
Procedures for Acquisition or Disposal of Assets (PDF)
Procedures for Lending Funds to Others (PDF)
Procedures for Endorsement and Guarantee (PDF)
Procedures for Engaging in Derivative Transactions (PDF)
Code of Practice on Corporate Governance (PDF)
Code of Practice on Corporate Social Responsibility (PDF)
Code of Business Ethics (PDF)
Other Corporate Governance Information
Management of Insider Trading Prevention
Please refer to the “Management Practices for Prevention of Insider Trading and Management of Material Internal Information” (Corporate Governance/Regulations/Prevention of Insider Trading and Management of Material Internal Information) approved by the Board of Directors of the Company for the management practices for prevention of insider trading, such as prohibiting insiders such as directors or employees from utilizing information that is unavailable in the market to make profits.
Communication between the Independent Directors and the Head of Internal Audit and CPAs
Communication Methods: Communication Policy between Independent Directors and the Head of Internal Audit and the Accountant
(a) The independent directors and the head of internal audit communicate with the Board of Directors through the Audit Committee. The Head of Internal Audit regularly reports to the Independent Directors on the audit activities at the Audit Committee meetings and communicates with the members on the results of the audit reports and the status of implementation of the follow-up reports.
(b) Communication between the independent directors and the accountants is conducted through the Audit Committee. The certified public accountants explain to the independent directors the results of the audit or review of the financial statements in the Audit Committee and communicate with the independent directors whether there are any adjustments to the entries in the financial statements or whether there are any amendments to the laws and regulations that may affect the presentation of the financial statements.