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CORPORATE GOVERNANCE CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Corporate Governance,Sustainable Development,Ethical Corporate Management and Risk Management

Implementation Status
Corporate Governance
  1. On August 5, 2020, the Board of Directors appointed Vice President, Jery Lin, as the Corporate Governance Officer, for corporate governance supervision and planning; and appointed Financial Manager as Corporate Governance personnel, for execution of relevant matters. Their qualifications for the position meet the provisions regarding Corporate Governance Supervisors set out in Paragraph One of Article 3-1 of Corporate Governance Best-Practice Principles for TWSE/GTSM-Listed Companies.
  2. The official powers performed by the corporate governance supervisors including but not limited to: Providing the information required by the directors and Audit Committee and the latest regulations regarding corporate operation, providing assistance in legal Compliance of the directors and Audit Committee, regularly reporting the operations of corporate governance to Corporate Governance Committee and Board of Directors on an annual basis, handling matters related to Board of Directors’ and shareholders' meeting in accordance with the laws, preparation of the minutes of Board of Directors’ and shareholders' meeting, providing assistance in assuming office to directors and Audit Committee members and continuing education. The operation in 2023 is updated as follows:
    • Company registration and change.
    • In charge of assisting in related affairs, including handling of matters relating to Board, Audit Committee, Compensation Committee and Shareholders’ meetings in compliance with law. In 2023, 4 times of Board and 4 times of Audit Committee meetings were held.
    • Convention of Board and shareholders’ meetings in accordance with law and keep records of minutes of each meeting.
    • Provision of information required for performance of duties by directors, and assistance in directors' compliance of law. Regularly inform the Board members dedicated to the revised regulations regarding corporate operating domain and corporate governance.
    • Independent directors meet the requirement of "it is not suitable to serve as directors (including independent directors) or supervisors of more than five listed companies at the same time".
    • Management of related affairs with investor relations, and maintenance of company website.
    • Assistance of the directors and important employees’ application for liability insurance and report to the Board of Directors after renewal of insurance.
    • Regualr review and amendment of company’s corporate governance protocols and relative rules.
    • Ranking of 6-20 % from the evaluation result of “2022 Corporate Governance Evaluation”.
    • Periodical arrangement for Board directors for education. The Board members have completed at least six credits of continuing education.
    • Completion of 12 credits for the year of company corporate governance officer.
    • Other matters stipulated in the Company's Articles of Incorporation or contract, and the Market Observation Post System’s announcements.
Environmental Social Governance
  1. In 2014, the company passed the Code of integrity Management, the Code of Corporate Governance and the Code of Ethical Conducts through Board of Directors. In 2016, the Corporate Social Responsibility Committee was established and then change its name to Environmental Social committee. The chairman of the company is the chairperson and the general manager of the company is the vice chairperson of the committee. As the highest level of sustainable development decision-making unit, it also has an executive group and members of various business and support units. The committee continues to focus on the issues to stackholders such as enconomics, environment and society towards the goal of environmental social goverance of the enterprise. Each of the company's global manufacturing bases has set up the committees to be responsible for cooperating local laws and related policies and to promote corporate social responsibility, environmental safey and health related affairs. Also, it corporates with the "Risk Management Committee" to hold regular meeting every quarter to review the operational effectiveness and continue to track the improvements and to report to the board of directors which includes the communication with stakeholders and the environmental social governance performance of the enterprise.The implementation situation in 2023, includinf the communication with stackholders, major topic and management goals ( such as cybersecurity chack, greenhouse gas inventory and energy usage, waste generation and disposal), were reported to the Board of Directors in Augest of the same year to supervise the teams whether implementing sustainable development aspects as planned or not and provide suggestions for improvement.
  2. The company set up a corporate sustainable development promotion team in 2016,the president and vice presidents are chair and vice chairs of the team.Besides the members of the supporting department,the team sets up advisory committee members and the director general who are responsible for communicating with management,sustainbly concerned issues about economy , environment ,society and stakeholders to move toward the sustainable development goals.
  3. In each individual manufacturing plant, company has established the Corporate Social and Environmental Responsibility Committee, responsible for complying with local laws and regulations and related policies and promoting relevant affairs of CSR and EHS. With cooperation with Risk Management Committee, regular meeting per quarter was held for discussion of function effect and update continuous report to the Board of Directors.
  4. Implementation of corporate social responsibility in 2022:
    • Community service
      Donate living matrials to local social welfare institution in 2022, such as Pade Institute, Adolescents' Home, Taoyuan Prison Fellowship Taiwan and Renyou Sanatorium, to keep materials be used effectively and love can continue to germinate and; in addition, to call on employees and associates to save lives and not fall behind and actively respond to social medical care. The Company called by units to replenish blood banks, a total of more than 45,750 c.c. blood was raised in 2022. 
       
    • Social welfare:

      Purchasing 1,200 boxes of New Year’s gift boxes from Newdawn Org. Through purchases, the organization can cultivate the ability of the disabled to have self-reliance, a correct work attitude, and find employment opportunities in different fields. Take action to support the development of school affairs in rural primary schools, to sponsors Yufend Elementary School NT$50,000 to promote the upgrading of school affairs.

    • Environmental Management：

      In terms of greenhouse gas reduction results, compared to the emissions of each manufacturing site around the world in 2014, 97,553 tons, the global greenhouse gas emissions in 2020 was 92, 589 tons (scope 1 and 2 emission 5,467 tons and 87,122 tons respectively, and scope 3 has not been verified yet),and reduced 4,964 tons ,about 5.09%.

    • Material donation or charity sale：

      The Company participated in the “Used Shoes Rescue Project” in 2022. Concentrate to donate shoes which raised 80 pairs of shoes and thousands of pieces of clothing. Participated in the Rotary Charity Sale initiated by the Good Social Welfare Foundation and donated NT$3.5 million to the BenQ Foundation to jointly realize the corporate vision of "information life is true, kung and beautiful".

    • Sustainability:

      Actively participate in environmental sustainability and implement green life. The Employees and their families experienced the life of mixture in life and agriculture at the Xinwu Puding Rural Ecological Park in Taoyuan in 2022 to learn the sustainable spirit of taking and using in nature. Moreover, organize beach cleanup activities to remove up to 90 liters of marine debris to protect the global environment.

    • E-co Green Action：

      The Company held a series of walking activities in 2022 to promote carbon reduction and love environment. The cumulative walking distance is 243,600 kilometers. And the total carbon reduction is 49,360 kilograms. It also popularized the knowledge of energy-saving life and responds to energy-saving activities, so that everyone can implement it in their daily lives. Also, the Company implemented resource recycling activities, mainly for the recycling of 3C products, second-hand clothing and waste batteries. After sorting out the recycled resources, handing over to social welfare and environmental protection groups such as Green 3C Recycling Network and Eden Foundation, so that old materials can become renewable resources.

    • Cultural Participation：

      a. The Company cooperate with the Art Bank of the Ministry of Culture (Taiwan Fine Arts Foundation) to rent art exhibitions of Taiwanese contemporary young creators, emphasizing the flow and inheritance of local culture to promote understanding, tolerance and mutual respect between cultures. Art, as a medium to discuss different social issues, and to promote understanding between cultures through constant reflection and introspection.
      b. The Company sponsored NT$1 million to the Green Light Theater Troupe, invested in the “Goodbye, Beitou” 2.0 revival stage performance and invited employees to watch it

Fulfill operations integrity policy
  1. To fulfill operations integrity policy, formulation, education and promotion of Company’s Ethical Corporate Management Best-Practice Principles were organized by human resources department, including “Code of Employee Integrity,” “Report and Appeal Administrative Measures,” and the “Disciplinary Measures” that regulate various violations of discipline. Human resources mailbox and a stakeholder mailbox were established to provide channels of complaint to internal and external public.
  2. Audit unit affiliated to the board of directors takes responsibility of integrity risk assessment and inspection, to strengthen various operating procedures, implement the assignment of accountability, and reduce the occurrence of fraud through system assistance.
  3. If there is a breach of integrity, the case is reviewed by the personnel council composed of cross functional senior executives and legal affairs. If it is a major breach of integrity, it will be reported to the audit committee and the board of directors for trial in accordance with relevant laws and operating procedures.
Risk Management
  1. To ensure company’s continuous operation, we have established Risk Management Committee.Regular meetings were held for strategic discussions to manage risk controls on relevant issues.
  2. For risk management policy and procedures and the operation in 2023, please go to the official website under Policy Related Documents.
  3. Risk assessment on environmental, social, and corporate governance issues related to corporate operation according to materiality principle was conducted in Risk Management Committee meetings quarterly. In addition, in the monthly superior managers’ meetings of corporate governance strategy, measures for resolutions and actions for implementations were decided. Relevant policy for risk and strategy for implementation are as below,
Major issues Aspect of risk Risk identification Implementation program
Environment Climate change & environmental protection Revised or amended standards and laws
Improvement of environmental protection facilities by investing and
installing high-performance equipments (Disk Type Rotor, RTO, RCO, etc.)
Society Health and safety Infectious diseases covid 19.
Accident in factory.		  Modify and excute infectious disease business continuity plan(BCP), target zero accident, assess RBA, control security, check and control, and train employees to respond to emergency.
Corporate Governance Operational risk Network & information security Set up Information Security Committee and evaluate implementation of ISO 27001 and information security real-time monitoring system.