Corporate Governace Status
I. Business execution of the corporate governance unit
The company designated the general manager's office as a dedicated unit, responsible for corporate governance-related matters, and supervised by the top supervisor of the unit. The main business functions and development of the unit are as follows:
1.Plan and execute the board of directors and various functional committees (including the remuneration committee, audit committee, etc.), including: scheduling the agenda, sending the meeting notice at least seven days before the meeting, so as to provide sufficient information for the members to understand the proposal The content, and the minutes of the proceedings will be sent within 20 days after the meeting for members to know the results of the resolutions of the various proposals.
2.Planning and implementing the annual shareholders meeting, including: registering the date of the shareholders meeting within the prescribed time limit in accordance with the law, preparing and reporting meeting notices, annual reports, meeting handbooks and minutes, and registering changes after the articles of association are revised or the board of directors re-elected.
3.Plan and implement the performance evaluation matters of the Board of Directors and functional committees, including: at the end of each year, collect relevant information on the activities of the Board of Directors and functional committees, and distribute the “Board Member Performance Appraisal Self-Evaluation Form” to each director to fill in, according to the Board of Directors, Functional Committee The actual operation status of the committee is evaluated by scoring each assessment item in the “Board of Directors Operation Performance Evaluation Form” and “Functional Committee Operation Performance Evaluation Form”, and the results of the performance evaluation of the Board of Directors and functional committees are reported to the Board of Directors.
4.Enhancing information transparency and improving shareholders' rights and interests, including: publicizing the company's important financial business information on the website designated by the competent authority, timely meeting the information needs of interested parties, setting up and maintaining an investor area on the company's website to enhance the transparency of information disclosure, Provide accurate and detailed information to the public.
5.Establish and maintain a communication channel for stakeholders: formulate "PROCEDURES FOR ACCEPT STAKEHOLDERS SUGGESTION AND APPEAL", and set up a service window for .stakeholder advice and appeals on the company website to serve as a channel for appeals to stakeholders when their rights are infringed , In order to promote full communication between the company and its employees, customers, suppliers, investors and other stakeholders. In addition, the quarterly audit committee will report on complaints received through the "Stakeholder Communication Channel" and their subsequent handling.
6.Continue to pay attention to various corporate governance regulations announced by the competent authority to develop and plan appropriate organizational structures and company systems, including: independent directors, the selection and establishment of functional committees, and the formulation and revision of corporate governance regulations.
7.Continue to provide relevant information on continuing education courses for directors, and assist in registration and other related tasks.
8.Evaluate the purchase of appropriate director and manager liability insurance, and report the insurance related content to the board of directors in accordance with regulations. Please refer to the "Directors and Managers' Liability Insurance Insured Status" for the most recent year.
9.Review the qualifications of independent directors and report to the Board of Directors.
II. Enhance the functions of the board of directors and functional committees
1.Board of Directors
A.Director performance evaluation
In order to implement corporate governance, the Company established "The Rules for Performance Assessment of the Board of Directors" on November 11, 2016. and since 2016, implemented the annual performance evaluation of the Board of Directors at the end of each year from the beginning of the year .
In addition, in conjunction with the revision of the new Corporate Governance Roadmap, the Securities Exchange Act and its related sub-laws, the Board of Directors approved the revision of the “The Rules for Performance Assessment of the Board of Directors" on January 25, 2019, and changed its name to “he Rules for Performance Assessment of the Board of Directors and Functional Committee."
Please refer to the "Board Performance Evaluation Situation" for the performance evaluation status of the board of directors in the most recent year.
B.Director diversity policy
In order to enhance the functions of the Board of Directors and improve the structure of the Board of Directors, the Company established a “Board Diversity Policy” and selected members with diverse backgrounds and views on the company's operations, business model and development needs.
The implementation of the director diversity policy, please refer to the "Implementation of the Director Diversity Policy"
C. To established the Independent Directors
To enhance the company's corporate governance capabilities, strengthen the independence and functions of directors, and enhance the effectiveness of the board of directors, the board of directors was re-elected on June 14, 2023, and four independent directors were selected in accordance with the regulations of the articles of association.
2.Compensation Committee
The company had establish the Remuneration Committee on November 30, 2011. In the professional and objective position of the committee, the company's directors and managers' salary compensation policies and systems are evaluated and provide the recommendations to the board of directors for reference.
The company has also conducted performance evaluations of the Compensation Committee on a regular basis every year since 2019 . For the most recent annual performance evaluation status, please refer to the "Compensation Committee Performance Evaluation".
3.Audit Committee
The company completed the establishment of the audit committee on June 13, 2017. In the professional and objective position of the committee, the board assists the board of directors in fulfilling its integrity in supervising the company's accounting, auditing, financial statements and internal operational process control.
The company has also conducted regular performance evaluations of the audit committee every year since the year 2019. Please refer to the "Audit Committee Performance Assessment" for the latest annual performance evaluation status.
III. Strengthen information transparency and improve shareholders' rights and interests
1.The company has "Procedures for Handling Material Inside Information" and "Procedures for Preventing Insider Trading" to avoid improper disclosure of information and to ensure the consistency and correctness of the company's information to the outside world.
2.The company publishes information to the outside world through the following public channels:
A.Announce the important financial business information of the Company on the “Designated Website of the Administration” to meet the information needs of stakeholders in a timely manner.
B.Simultaneously announce the important financial business information of the Company on the company's website "Investor" to enhance the transparency of information disclosure and provide accurate and detailed information to the public.
C.Establish and implement a spokesperson and proxy spokesperson system in accordance with the law to ensure that information that may affect the decisions of shareholders and stakeholders can be disclosed in a timely and appropriate manner.
D.The Company also set up an “Investors Contact” on the company's website as a communication channel with shareholders.
E.From time to time, the law will reveal the company's operating performance and prospects for the future industry, providing investors with the opportunity to express their opinions or communicate with the company. The company also set up a "Investors Conference" area on the company's website to provide relevant information and files.
F.By setting up an English version of the website and publishing important information, the company will simultaneously disclose the information in English to facilitate foreign companies to obtain information and improve the transparency of the company's information.
3.Since 2015, the company adopted a voting method on a case-by-case basis to vote on matters recognized by the shareholders' meeting and discussion items, and at the same time implemented an electronic voting system.
4.Since 2017, in order to strengthen the transparency of director nominations, the company has adopted a nomination system for candidates of the board of directors election.
IV. Insider Trading Prevention Measures
1.In order to prevent insider trading, the company has formulated the "PROCEDURES FOR PREVENTING INSIDER TRADING" and stipulates in Article 9-2 that "Directors shall not disclose information within 30 days before the announcement of the annual financial report and 15 days before the announcement of the quarterly financial report." Trading in the company's stocks during the closed period.“
2.The company has notified the directors by email in November 2023 of the date of the 2024 board meeting, and also listed the closed period before the announcement of each quarterly financial report. Subsequently, it will also be the day before the start of the closed period for each quarterly and annual financial report. Issue an email reminder again to prevent directors from accidentally violating the regulations.
3.The company conducts online education and training on "Prohibition of Insider Trading" every year for all directors and managers. The course content includes topics such as "Essentials for Insider Trading", "Penalty for Violating Insider Trading", "How to Avoid Inadvertently Contacted Insider Trading", etc. , a total of 15 people participated.
V. Succession plan for board members and important management
1.Succession planning for board members
A.The company's directors adopt a candidate nomination system, and each term of office is three years. The election of directors shall be handled in accordance with the "Rules for Election of Directors" of the company, unless otherwise provided by laws or regulations.
B.In accordance with the selection criteria for board members specified in the "Board Diversity Policy" and the overall required capabilities of the board of directors, the Company allocates overall board members.
C.In order to maintain the professional and experience inheritance of board members, the company plans for the succession of directors through the following methods:
(a)Extensively search for candidates as directors of the company at any time.
(b)Consider the director candidates recommended by shareholders.
(c)Use the results of the board's performance evaluation as a reference for nominating directors for re-appointment.
(d)Contact current directors to recommend suitable candidates.
D.In order to strengthen the effectiveness of directors in exercising their powers, the company provides relevant course information to directors to help directors continue to enrich industry knowledge and acquire new knowledge, and maintain their core values and professional advantages.
2.Management succession plan
Based on the future development strategy, the company defines the company's organizational structure, required positions and talent needs, and arranges the management hierarchy according to the organizational hierarchy, and cultivates the successors of each level of supervisors. The relevant cultivation conditions are described as follows:
A.The human resources administration body will launch a key talent training plan in 2021, and establish a legacy talent development mechanism based on the four stages of "selecting talents", "providing nutrients", "giving experience" and "delivering results". By identifying and selecting key minorities within the organization, and through focused training and professional functional development to improve organizational operational efficiency, we hope to make PANJIT a world-class enterprise. The company has completed the selection of key talents in 2021, and will start professional management education and training in 2022. It will formulate learning tasks according to the grades of each key talent, and plan to start a four-year training journey in conjunction with job rotation, project experience, etc.
B.The company encourages management to continue further education or participate in education and training organized by internal or external units to improve their all-round abilities. The company will also log the training data in the personal training record form to understand their training process.
C.Through different project assignments and job experience, the management skills and thinking of the management level are improved, and the ability to hold important management positions in the future is gradually cultivated.
D.Provide a comprehensive promotion channel to promote outstanding talents with potential to meet the future succession needs of important management levels.
E.Use the company's existing performance appraisal system to understand the management's functions and key performance indicators (KPIs) to evaluate and review suitable future successors.
F.Management talent training courses for middle and senior managers are held from time to time to convey emerging management thinking, and share the leadership practices of the company's organizational culture and operation management through the years of leadership experience of internal senior managers.
G.In addition to internal talent cultivation, we also recruit outstanding talents from the outside and use the pool of internal and external talents to increase the breadth and depth of the company's successor candidates.
Information Security
As the company relies more and more on systematization in its operations and often performs various businesses through the Internet, information security has become an unavoidable challenge. With the frequent occurrence of information security incidents in major enterprises around the world, information security threats such as hacking, social engineering, web page Trojans, and computer viruses are increasing day by day. The company has also actively enhanced its information security protection capabilities and established an effective information security management mechanism. , in addition to avoiding waste and loss of company resources and preventing damage to goodwill or image, it also aims to improve operating procedures and improve operating efficiency.
The company has reported the information security management situation to the board of directors on November 09, 2023. The management structure, policies and response measures related to information security are described below:
(1) Information Security Management Framework:
The company established an information security action group in 2022, which is responsible for planning, executing and promoting information security management matters, promoting information security awareness, and regularly reviewing information security policies. In addition, the audit office is the audit unit for information security supervision. If deficiencies are found during the audit, the audited unit will be required to propose relevant improvement plans and submit them to the board of directors, and the improvement results will be tracked regularly to reduce internal information security risks. In order to continue to strengthen the information security structure and comply with regulatory requirements, the establishment of a dedicated information security supervisor and one dedicated information security staff member has been completed in 2023.
(2) Information Security Policy:
A.Formulate management regulations related to information security to ensure the confidentiality, integrity and availability of related information assets to provide an information environment for the company's business continuity.
B. Regularly assess the impact of various man-made and natural disasters on the company's information assets, and formulate disaster countermeasures and disaster recovery plans for important information assets and key businesses to ensure the continued operation of the company's business.
C. Promote the importance of information security and various possible security risks to all colleagues to improve employee information security awareness.
D. All colleagues and vendors who use or connect to the company's information systems are required to comply with the company's information security regulations.
(3) Information security specific management plan
The company takes the strengthening of software and hardware prevention mechanisms as the main focus of responding to information security risks, giving priority to strengthening network security, infrastructure protection and disaster recovery. The control measures for information security are summarized as follows:
A. System backup
B. Firewall management
C. Personal computer software rights management
D. User endpoint security scanning and virus protection
E. Security Information and Incident Management
F. Asset management software
G. Information security incident detection and response
(4)Put resources in information security management
With the information security vision of building a strict and effective information security defense network, the company has invested considerable resources every year since 2020 to reduce the risk of business interruption caused by information security issues, and hopes to become an enterprise with outstanding information security maturity. In order to strengthen the information security protection capabilities, the company's relevant information security policies are as follows:
A. Email social tests are conducted twice a year to test and enhance colleagues’ security awareness with various phishing letters.
B. Purchase a vulnerability scanning tool, scan and detect security vulnerabilities at least once every six months, and make improvements to major risks and high-risk items in the detection results.
C. Promote information security policies through screen savers, videos and emails. A total of 10 information security promotion emails will be released in 2022.
D.Disable USB flash drive access function.
E. Import multi-factor authentication to protect account security.
F. Strengthen information security training: In 2022, the pass rate of the first social engineering drill will reach 85%, and the pass rate of the second social engineering drill will reach 97%. Information security training will be conducted for employees with unqualified behaviors, with 121 participants, totaling 968 hours. The achievement rate is 100%.
G.Conduct information security drills: A total of 12 information security response drills will be conducted in 2022, including "primary and secondary system backup and recovery drills", "primary and secondary system backup mechanism testing", "data leakage drills and prevention", etc. , the test results all meet the requirements of the company's "Emergency Response Measures Operating Standards" and "System Recovery and Redundancy Plan Operating Standards".
Intellectual property management
I.Intellectual Property Management Plan
The company combines the company's operating goals with R&D and legal resources. Each business unit conducts R&D and innovation on different products and technology types every year based on operating goals and taking into account the quality and quantity of intellectual property to strengthen competitive advantages and establish the company's image of innovative R&D. . Externally, in line with the company's product development strategy, we continue to build a solid intellectual property portfolio; internally, we use incentives to encourage employees to come up with ideas and submit applications for invention patents in various countries. In addition, in order to cooperate with the company's sustainable operation and strengthen the configuration of its product portfolio, the company strategically obtains authorization transfers of specific technologies from domestic and foreign R&D companies, and jointly develops relevant technologies with different industries in the upstream and downstream industries to optimize production efficiency.
Specific measures are described below:
1.Encourage R&D and innovation
The company encourages innovation, and the R&D unit regularly holds internal proposal discussions every week, and holds inter-departmental seminars from time to time every quarter. In order to continue to motivate employees to submit invention applications, the company has established a patent reward system. In accordance with the "Patent Application Maintenance and Reward Management Measures", two stages of different reward bonuses (application bonus, certification bonus) are specially designed to increase the company's research and development volume. Achieve technological leadership.
2.Patent management
In order to comply with Taiwan's intellectual property management regulations, our company implements intellectual property management and maintenance. The legal department cooperates with patent application and control, regularly updates the patent control list, and can better understand the real-time status of all the company's patents. For the developed technologies, in order to balance the quantity and quality of patent applications, the R&D unit holds irregular meetings with external professional firms to discuss the technology's patent application scope planning and review and defense policies to speed up patent approval; to further understand the differences between countries. Patent system to establish a complete patent layout.
3.Trademark management
The cooperative trademark office conducts trademark monitoring in various countries from time to time. In 2021, through negotiation with Turkish dealers, the company's exclusive trademark rights were successfully obtained in Turkey; in response to the layout of business activities, trademark applications in various places were carried out immediately. Therefore, between 2020 and 2021, for the company's main trademark designs, new applications have been added to nine countries, including Israel, Indonesia, India, Japan, Malaysia, Vietnam, Philippines, Singapore, and Mexico. As of December 2022, nine countries Among them, only Vietnam is still under trial due to slow official progress. The rest have all obtained trademark certificates. For existing U.S. trademarks, evidence of use is preserved every year to facilitate regular use oaths in accordance with the provisions of U.S. trademark law. ; In addition, in response to the market layout of niche products, we will apply for Taiwan trademark registration of P3QFN in 2022, and it is expected to obtain the registration certificate in 2023.
4.Business secret protection
The company has been committed to the protection of confidential information for many years. In 2015, it formulated the "Business Secret Management Measures" to strengthen the management of confidential information and strengthen the promotion of the concept of business secret protection among all employees. All company employees must abide by the rules and regulations. , implement the control of electronic and paper documents, and clearly stipulate in the employment contract that no confidential information of the company shall be leaked after taking office or leaving the company; the information department has also strengthened information security precautions and sent phishing letters through the internal network from time to time. , improve the information security sensitivity of colleagues.
II.Implementation situation
The company has reported its intellectual property management situation to the board of directors on November 9, 2023. The content of this year’s report is as follows:
i.In order to continue to accumulate intellectual energy and enhance employee confidentiality awareness, the company is summarized as follows:
(A)Our company has been focusing on manufacturing for many years. In recent years, in order to become more competitive, we have carried out various research and development projects and continued to accumulate intellectual property, thereby improving production efficiency and research and development potential. According to statistics, the company filed a total of 12 patent applications in 2021, and a total of 49 patent applications in 2022. Patent applications have increased more than three times year-on-year; it is also gradually using electronic processes to conduct patent application approval and approval by patent offices in various countries. Rejection and approval, annual maintenance fee approval, and second-stage reward application submission, etc.
(B)All employees’ service contracts are signed with confidentiality clauses. On the premise of complying with legal regulations, key functions and middle and senior management will be evaluated whether to sign post-employment non-compete clauses to protect the company’s intellectual property rights.
ii.The current list of intellectual property and achievements obtained is as follows:
(1) Patents: A total of 49 new patent applications will be filed in 2022. As of the end of 2022, the company has filed a total of 82 valid patent applications (excluding patents that have been abandoned for maintenance). As of 2022, there are 19 valid patents that have been approved for certification (excluding patents that have been abandoned for maintenance); there are 53 patents that are still under review.
(2) Trademarks: 9 newly applied trademarks, bringing the company’s total number of global trademarks to 27 (including 8 approved ones that will soon be issued).