Annual results in 2023

On July 21, 2012, an online insider trading prevention training and promotion course was conducted for the chairman of the board and senior executives. The course content included the components of insider trading, coverage and relevant penalties, etc., to enhance directors and all colleagues’ understanding of insider trading. To prevent colleagues from being accidentally involved in insider trading, a link to the animated short film "Preventing and Combating Insider Trading" produced by the Securities and Futures Market Development Foundation is also provided for colleagues' reference.


Target Audience: 63 directors and senior executives of the company.

Content:

 

  • Introduction to insider trading regulations
  • Insider trading advocacy manual
  • Legal responsibilities of insider trading

The insiders are not allowed to trade in the company's marketable securities during the closed period of the financial report announcement in 2023.

DeclarationFinancial QuarterRecipients
07/17/2023 Closed Period for Insider Stock Trading - Approval of Q2 112 Financial Report

All Directors and All Insiders

10/17/2023 Closed Period for Insider Stock Trading - Approval of Q3 112 Financial Report

All Directors and All Insiders

 

Board and Functional Committee Performance Evaluation Results

The company passed the "Performance Evaluation Measures for the Board and Functional Committees" on December 26, 108, specifying that the board and functional committees should conduct performance evaluations annually, and at least once every three years, by an external professional independent organization or a team of external expert scholars.

 

1. Evaluation Object: The scope of the company's board evaluation includes the board, functional committees, and individual director members' performance evaluations.

2. Evaluation Methods: Includes self-assessment by the board, self-assessment by functional committees and board members, peer assessment, appointment of external professional independent organizations, experts, or other appropriate methods for performance evaluation.

3. Evaluation Criteria: The measurement items for the board's performance evaluation should include at least the following five aspects:

(1) Degree of participation in company operations.

(2) Enhancement of the quality of board decisions.

(3) Composition and Structure of the Board of Directors.

(4) Selection and Continuous Education of Directors.
(5) Internal Control.

 

The measurement items for director members (self or peer) performance evaluation should include at least the following six aspects:
(1) Understanding of company goals and missions.

(2) Awareness of director responsibilities.

(3) Degree of participation in company operations.

(4) Internal relationship management and communication.

(5) Professionalism and continuous education of directors.

(6) Internal Control.

 

The measurement items for the functional committee performance evaluation should include at least the following five aspects:

(1) Degree of participation in company operations.

(2) Awareness of functional committee responsibilities.

(3) Enhancement of the quality of functional committee decisions.

(4) Composition and member selection of functional committees.

(5) Internal Control.

 

4. Executing Unit: The Finance Department is the executing unit for the performance evaluation of the company's board and functional committees.

5. Utilization of Evaluation Results: The results of the company's board performance evaluation should be used as a reference basis for selecting or nominating director candidates. The results of director performance evaluations should also be provided to the Compensation Committee as a reference basis for determining director compensation.

 

The performance evaluation results of the company's board and functional committees for the fiscal year 112 have been submitted for review at the 12th meeting of the 15th board of directors on February 21, 113.

 

1. Board of Directors and Director (Self or Peer) Performance Evaluation Results

The board of directors, in accordance with corporate governance norms, effectively supervises and communicates, achieves the most accurate resolutions, fulfills the duties of the board of directors, and all directors (including independent directors) have given positive and outstanding evaluations of the efficiency and effectiveness of the board's operations.

 

2. Audit Committee Performance Evaluation Results

The independent directors, in accordance with the authority of the audit committee and corporate governance norms, have given positive and excellent evaluations of the efficiency and effectiveness of the audit committee's operations.

 

3. Compensation Committee Performance Evaluation Results

Members of the compensation committee have given very positive evaluations of the efficiency and effectiveness of the compensation committee's operations, and they mostly agree that both the director members and the compensation committee have fulfilled their functions and complied with relevant laws and regulations.

 

The results of the board's performance (including effectiveness) evaluation have been reported at the 12th meeting of the 15th board of directors on February 21, 113.

 

Execution Date: December 4, 112

Name of External Professional Organization for Evaluation: Taiwan Integrity Management Association

Independence of the External Organization: A non-profit academic professional group currently composed of 40 experts and scholars from various fields. Its main purpose is to conduct research and promote corporate governance, fraud prevention, and forensic expertise in integrity management, based in Taiwan while staying connected with the world.

Evaluation Method: On-site visits, online self-assessment questionnaires

Evaluation Criteria:

(1) Professional competence of the board of directors.

(2) Decision-making effectiveness of the board of directors.

(3) Emphasis on and supervision of internal controls by the board of directors.

(4) Attitude of the board of directors towards sustainable operation.

Evaluation Results:

1. Strengthening the recording of directors' remarks in the board meeting minutes: Board members regularly communicate with the management team. During routine board meetings, directors have thorough discussions on each agenda item, and the opinions and discussions raised by directors during the board meeting are recorded in the board meeting minutes.

2. Increasing the discussion of sustainable development issues in board meetings: Directors are aware of the importance of sustainable development, and the company has established relevant management systems. However, some interviewed directors indicated that the board of directors discusses sustainable development issues less frequently.

Evaluation Recommendations, Company Improvement Plans, and Status:

1. According to Article 17 of the Regulations Governing the Conduct of Meetings of Public Issuing Companies, it is recommended that the evaluated company promptly summarize the opinions and responses provided by the management team and board members before the meeting, as it strengthens compliance and serves as evidence for fulfilling the duties of directors.

2. Continuously strengthen the participation of board members in sustainable development issues, or have the responsible unit for sustainable development regularly report to the board of directors on the implementation of sustainable development policies.