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 board performance evaluation matters, including: collecting information about board activities at the end of each year, and distributing the "Board Member Performance Evaluation Self-evaluation Form" to all directors to fill in, and conduct the "Board Operation Performance Evaluation and Evaluation Form" according to the actual operation of the board "The scores of each assessment item and the consolidated board performance evaluation results 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.
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 13, 2017, and three 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. Strengthen the communication and management of stakeholders
1.In order to ensure the conduct of directors, managers, employees and other interested parties, the company has established "Codes of Ethical Behavior" and "Ethical Corporate Management Best Practice Principles", "Procedures for Ethical Management and Guidelines for Conduct" and "Procedures for Preventing Insider Trading".
2.In order to establish and maintain a communication channel for stakeholders, the Company has formulated “Stakeholders' Advice and Appeal Management Measures” and established the Stakeholder Section and appeal service window on the company's website to serve as a stakeholder. The complaint channel in case of infringement, to promote the company's full communication with employees, customers, suppliers, investors and other stakeholders.
3.Communication with stakeholders:
The identification of the stakeholders, issues of concern, communication channels, and response methods identified by the company are as follows. The actual performance of communication with stakeholders is regularly reported to the board of directors in the first quarter of each year:
|
Stakeholder |
Issues |
Communication pipeline and response method |
The communication performance of 2019 |
|---|---|---|---|
|
Employee |
Corporate Governance, Compliance with laws and regulations, Labor relations and human rights, Working conditions, Occupational Health Safety and Health, Salary and benefits |
Corporate announcement, Human Resources Service Representative, Labor Committee, Employee Welfare Committee, Multiple opinion channels: Health Centers, Propaganda Poster, Sexual harassment complaint mailbox, Employee satisfaction survey, Regular education and training, Set up a service window for stakeholder suggestions and appeals on the company's official website |
1. Diversified corporate announcements: |
|
Client |
Corporate Governance, Compliance with laws and regulations, green product, Investigation of Conflict-Free Metals, Ethics and integrity |
Company website, Annual customer satisfaction survey, Unscheduled customer visits, Customer complaints or feedback through business units, Customer Audit Meeting |
1. Completed 26 customer audit operations and received 36 customer visits this year. |
|
Supplier |
Supply Chain Management,Environmental protection,Safety and health management,Compliance with laws and regulations |
Supplier's dedicated communication unit, Supplier management procedures, Supplier surveys, Supplier audit, Supplier joint meetings, Stakeholders' suggestions and appeal service windows set up on the company's official website |
1. As of the end of 2019, a total of 59 raw material suppliers have signed a clean and anti-bribery commitment, and the signing rate is 100%. |
|
Investor |
Company operations,Governance and policy,Prospects of the semiconductor industry,The company’s competitive advantage in the industry, Future growth potential, Dividend policy, Labor-management harmony,Ethics and integrity |
Annual shareholders meeting, Irregular corporate briefings, regularly/irregularly publish information on the public information observatory or publish the company’s various financial business information on the company’s website: including annual reports/financial reports/monthly revenue reports, etc., Respond to investors and analysts’ questions via phone or email, and collect feedback regularly, Stakeholders’ suggestions and appeal service windows set up on the company’s official website |
1. The general meeting of shareholders was completed on June 13, 2019. |
|
Competent authority |
Corporate Governance, Environmental protection,Safety and health management, Compliance with laws and regulations, Energy management (water saving, power saving) |
Official documents, Active communication and explanation of major issues, Feedback from government units' visits |
1. Participate in various publicity conferences organized by the competent authority. The publicity conferences participated in 2019 are as follows: |
|
Residents |
Environmental protection, Safety and health management, Compliance with laws and regulations, The scope of company activities, Company recruitment and local employment opportunities |
Neighbourhood activities and New Year visits, Human resources administrative service representative, Company website and telephone connection, Referral messages to auxiliary stations or employees, Participate in Limin meetings from time to time or exchange opinions with village officials, Stakeholders’ suggestions and appeal service windows set up on the company’s official website |
1. Regularly make social donations to elementary school children in neighboring countries to assist them with school teaching equipment and nutritious lunch expenses. |
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.Encourage management to continue to study or participate in education and training organized by internal and external units to enhance personal omni-directional capabilities, and to log the training information in the personal training record sheet for understanding of their training history.
B.Through different project assignments and job experience, improve the management skills and thinking of management, and gradually cultivate the ability to hold important management positions in the future.
C.Provide the perfect promotion channel and recruit talents with potential to meet the future needs of important management.
D.Use the company's existing performance appraisal system to understand the functions and key performance indicators (KPIs) of the management team to assess and review suitable candidates for future successors.
E.Organize management training courses for middle and high-level executives from time to time to convey new management thinking, and share the company's organizational culture and management practices based on years of leadership experience of internal high-level executives.
F.In addition to internal talent training, it also recruits outstanding talents from outside, and uses the pool of internal and external talents to increase the breadth and depth of the company's succession candidates.
VI. Establishment of Chief of Corporate Governance Officer
The board of directors of the Company resolved to appoint Chief Accounting Officer HSIEH, PAI CHEN as the Chief of Corporate Governance Officer that protect shareholders' rights and strengthen the functions of the board of directors on November 11,2020.
Chief Accounting Officer HSIEH, PAI CHEN has qualified as an accountant and has been in charge of accounting-related affairs of public companies for more than three years.
The duties of the Chief of corporate governance officer include: handling matters related to the board of directors and shareholders meeting in accordance with the law, preparing the minutes of the board of directors and shareholders meeting, assisting directors in appointment and continuing education, providing directors with necessary information to perform their business and assisting directors to comply with laws and regulations.
The 2021 business execution status, please refer to the description of "Business Execution Status of Corporate Governance Unit".
The situation of advanced studies in 2021 is as follows:
|
Study Date |
Organizer |
Organizer |
Hours |
Total training hours in the current year |
|
|---|---|---|---|---|---|
|
Starting date |
To date |
||||
|
2021.10.21 |
2021.10.22 |
ACCOUNTING RESEARCH AND DEVELOPMENT FOUNDATION |
Continuing training Course for Accounting Supervisors of the Issuer's Securities Firms and Stock Exchanges |
12 |
18 |
|
2021.10.28 |
2021.10.28 |
ACCOUNTING RESEARCH AND DEVELOPMENT FOUNDATION |
Common deficiencies, preparation procedures and practices of enterprises 「preparing financial reports on their own」 |
6 |
|
Information Security
As the company increasingly relies on systematization in its operations and often performs various businesses through the Internet, information security has become an unavoidable challenge. With the frequent spread of information security incidents in major companies around the world, and the rapid increase in information security threats such as hacker intrusions, social engineering, web page hacking, and computer viruses, the company has also actively improved 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, the goal is to improve the operation process and increase the efficiency of the operation. The company's information security management structure, policies and corresponding measures are as follows:
(1) Information Security Management Framework:
The company's information security authority is the information business entity, responsible for planning, implementing and promoting information security management matters, promoting information security awareness, and regularly reviewing information security policies. In addition, the audit office is the inspection unit of the information security supervision. If the inspection finds a defect, the inspected unit will be required to propose a relevant improvement plan and report to the board of directors, and the improvement effect will be tracked regularly to reduce internal information security risks.
(2) Information Security Policy:
A.Formulate information security-related management regulations to ensure the confidentiality, integrity and availability of information assets to provide an information environment for the continuous operation of the company's business.
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 critical businesses to ensure the continuous operation of the company's business.
C. Promote the importance of information security and various possible security risks to all colleagues in order to improve employees' information security awareness.
D. Require all colleagues and vendors that use or connect to the company’s information system to comply with the company’s information security regulations.
(3) Measures to respond to information security risks:
The company takes strengthening the software and hardware prevention mechanism as the main axis of responding to information security risks, and prioritizes the strengthening of network security, infrastructure protection and disaster recovery. The control measures in terms of information security are as follows:
A. System backup and backup: Establish a backup backup mechanism and remote backup storage for the company's important systems, and schedule an annual backup drill response operation.
B. Network security: Build exclusive enterprise-level wired and wireless networks, and bind them to computers to effectively control network usage. Control employees' access to the Internet and adopt a conversion mechanism to avoid viruses or Trojan horse attacks via the Internet.
C. E-mail control: build a spam filtering and anti-blocking system, and continue to promote e-mail social engineering attacks related information, and perform e-mail click detection from time to time.
D. Security scanning and virus protection: assign a person to scan the company's external host weaknesses with weaknesses quarterly, and perform system weakness repair operations.
E. Establish an information security anti-virus system and adopt a third-party information security solution. When a hacker attack or system poisoning is suspected, the system administrator will be notified by email.
F. Control the installation of personal computer software and prevent unauthorized use of software.
G. In terms of user endpoint security protection, in addition to building an anti-virus system and dispatching a system update mechanism through Windows, the company's server hosts and user computers can be patched in real time. The update mechanism enables real-time patching of company server hosts and user computers.
Intellectual property management
I.Intellectual Property Management Plan
The company combines the company's operating objectives with R&D and legal resources. Each business entity conducts R&D and innovation on different products and technology types based on operating objectives and taking into account the quality and quantity of intellectual property each year to strengthen competitive advantages and help the company make profits. Externally, it maintains close ties with professional patent firms and continues to build a solid portfolio of intellectual property rights; internally, incentives are used to encourage employees to think about it and file applications for invention patents in various countries. In addition, in order to cooperate with the company's sustainable operation and strengthen the allocation of product portfolio, the company strategically obtains necessary authorizations for specific technologies with domestic and foreign R&D companies, and forms alliances with upstream and downstream industries in different industries to jointly develop related technologies to optimize production efficiency.
The specific measures are as follows:
i.Stimulate R&D innovation
The company encourages innovation. The R&D unit regularly organizes internal proposal submission and discussion every week, and inter-departmental seminars are held from time to time every quarter to continuously motivate employees to submit invention applications. In accordance with the "Patent Application Maintenance and Reward Management Measures", there is a special design two Different rewards (application bonus, certification bonus) at different stages, and additional rewards for patents with special contributions to enhance the company's R&D capacity and technology leadership.
ii.Patent management
The company has established a systematic intellectual property management system. R&D units carry out technology development, and legal affairs units cooperate in patent application and maintenance, taking into account the quantity and quality of patent applications, and provide education and training through external professional firms to deepen the concept of patents; And by examining the scope of existing and pending patents, exploring complementary technical designs and innovations, and collaborating with different patent systems and priority claims in different countries to establish a complete patent layout.
iii.Trademark management
The cooperative trademark office conducts non-scheduled monitoring of trademarks in various countries. In 2021, through negotiations with Turkish distributors, the company's trademark exclusive rights were successfully retrieved in Turkey; in accordance with the layout of business activities, trademark applications from various regions were immediately carried out, so From 2020 to 2021, new applications from nine countries including Israel, Indonesia, India, Japan, Malaysia, Vietnam, the Philippines, Singapore, and Mexico have been added to the company’s main trademark drawings. At present, trademark certificates have been successively obtained; For some US trademarks, evidence of use is kept every year to facilitate the oath of use on a regular basis in accordance with the provisions of the US trademark law.
iv.Trade 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 all employees to promote the concept of business secret protection. All company employees must abide by the rules and regulations. , Implement the control of electronic and paper documents, and must not disclose company confidential information after the appointment or resignation specified in the employment contract; the information department also strengthens information security precautions, and sends phishing letters through the internal network from time to time, enhance the sensitivity of employees' information security.
II.Implementation situation
The company regularly reports on the management of intellectual property in the routine board of directors in the first quarter of each year.
The content of the report this year is as follows:
i.In order to continuously accumulate intellectual property and enhance employees' awareness of confidentiality, the company summarizes the following:
(A)The company has been manufacturing as its business for many years. In recent years, in order to be more competitive, it has carried out various project research and development, and has continued to accumulate the amount of intellectual property, thereby improving production efficiency and yield. After active implementation, the annual increase rate of patents in 2020 will reach 81.8% ( YoY in 2019-2020) and 105% in 2021 (YoY in 2020-2021, including cases that have been signed and not yet submitted to the official); the electronic process is used to sign patent applications, evaluate the refusal of national patent offices, and Maintenance evaluation, and the second-stage reward application submission, etc.
(B)All employees have signed confidentiality clauses in their service contracts, and under the premise of complying with laws and regulations, assess whether to sign post-employment non-competition clauses for key functions and middle and high-level management to protect the company's intellectual property rights.
ii.The current list of intellectual list and achievements are as follows:
(A)Patents: 9 new applications in 2020 and 21 new applications in 2021 (including cases that have been signed but not yet submitted to the authorities of various countries). As of December 2021, the company has a total of 41 patent applications worldwide.
(B)Trademarks: 9 new trademarks have been applied for. The total number of the company's global trademarks is 27 (including 8 approved and will be issued soon).
iii.Intellectual Finance Education and Training: In April 2021, a patent database implementation and infringement case discussion course will be held. There are about 20 people attending the class on site, and there are several people who will teach through the video connection.