The Company was approved by the Board of Directors on November 5, 2021, and the manager of the Finance Division, Wynne Ho, was appointed as the corporate governance officer. Her primary responsibilities are to handle matters related to Board of Directors and shareholders’ meetings in accordance with the laws, to provide information required by the Directors for the execution of their business, to collect information on the latest regulatory developments in relation to the operation of the Company, to assist the Directors’ compliance, to assist the Directors in their appointment and continuous training.
I. Implementation
status of the Corporate Governance Officer in 2023:
1. Reporting to the Board of Directors, directors, and the functional committees on the status of corporate governance practices and ensuring that shareholders and board meetings are called in compliance with the applicable regulations and corporate governance principles.
2. Held 7 board meetings, 5 Audit Committee meetings. The above meetings give a minimum of 7-day notice to all directors to attend a meeting and provide sufficient materials for the directors to familiarize themselves with the motions.
3. Inspecting the disclosure of material information passed by the board of directors after a board meeting or shareholders meeting in order to ensure the legality and accuracy of said material information and protect parity of investor information.
4. Keeping board members informed of the latest changes and developments in laws and regulations relevant to the Company’s field and corporate governance.
5. The detailed minutes of the General Shareholders’ Meeting held on May 31, 2023 indicated the items to the discussing of the items, and the continuous uninterrupted audio and video files of the entire General Shareholders’ Meeting have been published on the Company’s official website.
6. Report to the Audit Committee for the implementation of the Company's risk management operations and integrity management to the Audit Committee, which will then be reported to the board of directors to comply with the requirements of the competent authorities and ensure the implementation of Ethical Corporate Management Best Practice Principles.
7. To strengthen Risk Management awareness and cultivate risk identification capabilities, educational training for directors and senior managers in the Company was arranged in June 2023. The course theme was “ Integration of strategic development and new thinking on enterprise risk management of ESG”, and the attendance was over 75%.
8. Arrange for the independent directors to communicate individually with the internal audit manager to understand the Company's financial operations.
9. Arrange for the independent directors to communicate individually with Certified Public Accountants to understand the Company's financial operations and also arrange for the Certified Public Accountants to attend the Audit Committee meeting.
10. The Corporate Governance Officer has reported to the Board of Directors that the newly elected Independent directors met the professional qualifications and independence requirements as stipulated by relevant laws and regulations at the time of nomination and election, and that the report will be submitted to the competent authorities for inspection within 10 days after the assumption of duty in accordance with the law.
11. Pursuant to the External Performance Evaluation of Board of Directors in 2022, after the re-election of the Board of Directors in 2023, to familiarize the new members of the thirteenth Board of Directors with the Company’s business and the duties of directors, a “Director’s Handbook” has been established, which contains a brief introduction of the Company’s business, the networking equipment industry trends, laws and regulations, Directors’ rights and obligations, special reports, and International Corporate Governance Information for Directors’ reference. The Internal Performance Evaluation of the Board of Directors has been completed in December 2023 as well, and the results are approved to the Board of Directors on February 27, 2024.
12. In 2021, the “Improvement of Corporate Governance Evaluation Plan” was implemented, raising the evaluation by 4 levels compared to the previous year. In 2022, companies with a capital of NT$5 billion to NT$10 billion were ranked in the top 5% for corporate governance evaluation. By 2023, corporate governance evaluation was improved to include the top 5% of all listed companies.
