Governance Structure & Operations

Governance Implementation
Implementation of Corporate Governance
Corporate Governance Officer (Dedicated / Concurrent)
I. By resolution of the Board of Directors on August 8, 2018, the Company designated Executive Vice President Liu Ming-Yi as the Corporate Governance Officer in order to safeguard shareholder rights and strengthen the functions of the Board. Executive Vice President Liu Ming-Yi possesses more than three years of management experience in finance, stock affairs, and meeting-administration units at a public company.
II. The main responsibilities of the Corporate Governance Officer are as follows:
1. Handle matters relating to Board and shareholders’ meetings in accordance with the law.
2. Prepare the minutes of Board and shareholders’ meetings.
3. Assist directors in their onboarding and continuing education.
4. Provide directors with the information they need to discharge their duties.
5. Assist directors in complying with applicable laws and regulations.
6. Report to the Board on the results of the review of whether independent directors meet the qualifications required under applicable laws and regulations at the time of nomination and election, and during their term of office.
7. Handle matters related to changes in directors.
8. Other matters prescribed by applicable laws and regulations, the Articles of Incorporation, or internal rules.
III. Implementation status for FY 2025 (ROC Year 114):
1. Assisting independent directors and ordinary directors in performing their duties, providing required information, and arranging continuing education for directors:
(1) Regularly notify Board members of the latest developments in laws and regulations relevant to the Company’s business and corporate governance.
(2) Review the confidentiality classification of relevant information and provide the Company information directors require, so as to maintain smooth communication between directors and the heads of each business function.
(3) In accordance with the Corporate Governance Best-Practice Principles, when independent directors need to meet individually with the head of internal audit or the certifying CPAs to understand the Company’s financial and business affairs, the Corporate Governance Officer arranges four such meetings each year.
(4) Arrange continuing-education courses for directors each year (6 hours).
2. Convening functional-committee, Board, and shareholders’ meetings in accordance with the law:
(1) Draft meeting agendas, notify directors and functional-committee members at least seven days in advance, and provide meeting materials; remind directors in advance of agenda items that require recusal due to conflicts of interest, and send out the Board meeting minutes within 20 days after each meeting.
(2) After each meeting, assist with the disclosure of material information relating to important Board resolutions, ensuring the legality and accuracy of such disclosures so as to safeguard investors’ equal access to trading information.
(3) Handle, in accordance with the law, the pre-registration of shareholders’ meeting dates, preparation of meeting notices, meeting handbooks, and minutes.
3. Handling matters related to changes in directors:
(1) Periodically review whether independent directors meet the qualifications required under applicable laws and regulations, and report to the Board.
(2) When changes in directors occur, provide the necessary information and complete the required public-disclosure filings in accordance with the law.
(3) Assist with the processing of change-of-registration matters.
FY 2025 Corporate Governance Officer Continuing Education
| Date | Organizer | Course Title | Hours | Total Hours This Year | |
|---|---|---|---|---|---|
| From | To | ||||
| 113/10/03 | 113/10/03 | Accounting Research and Development Foundation of the Republic of China | Practical Application Analysis of Sustainability Policies and Sustainability Disclosure Standards | 6 | 12 |
| 113/10/23 | 113/10/23 | Accounting Research and Development Foundation of the Republic of China | Common Deficiencies in “Financial Statement Review” and Practical Analysis of Key Internal-Control Regulations | 6 | |


