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CORPORATE GOVERNANCE CORPORATE GOVERNANCE

Corporate Governance,Corporate Social Responsibility,Ethical Corporate Management and Risk Management

Implementation Status
Corporate Governance
  1. On August 5, 2020, the Board of Directors appointed CFO, 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 2020 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 2020, 5 times of Board and Audit Committee meetings were held, and attendance rate were all 100%.
    • 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 “2019 Corporate Governance Evaluation”.
    • Periodical arrangement for Board directors for education. The Board members have completed at least six credits of continuing education.
    • Completion of 18 credits for freshman 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.
  1. 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.
  2. 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.
  3. Implementation of corporate social responsibility in 2020:
    • Community service:

      The company calls on colleagues and company associations to increase community participation and local connections with neighboring areas through activity opportunities. Participating in the Guishan Art and Culture Street Activities in 2020, we use creative modeling and performance ingenuity to interact and have fun with residents and friends. By full display of local elements, we won the affirmation of excellent works.

    • Social welfare:

      Social welfare is implemented locally. We care for disadvantaged groups in Taoyuan, and pay regular visiting to Taoyuan Honghua Kindergarten, accompany the children in morning jogging, fasting, having fun, and organizing the activities of festivals, as caring with practical actions to local disadvantaged groups. In addition, in 2020, we purchased 1,000 boxes each of Down’s Syndrome Foundation's public welfare products and Miaoli Hangju small farmers gift boxes to implement social welfare.

    • Environmental Management:

      In terms of greenhouse gas reduction results, comparing the average per capita hourly emissions of various manufacturing sites around the world, the global greenhouse gas emissions per capita per hour in 2019 was 3.53 kg, which was a decrease of about 4.08% from 3.68 kg in 2018. Total emissions decreased compared with 2018, mainly due to the implementation of energy-saving programs in various factories and the comprehensive effects of production capacity adjustments. Greenhouse gas emissions totaled 78,123 tons in 2019, which represented a reduction of 12.63% compared with the 89,416 tons in 2018 emitted from DARFON operating locations or factories in Taiwan and China.Moreover,the solar panes saved 6 millions kWh.

    • Material donation or charity sale:

      We organize material donation and invoice fundraising activities irregularly. In 2020, we organized blood donation activities, donations of used clothes and invoices, and conduct charity performances and charity sales activities at the Bali Leshan Garden Festival. Employees actively participate in the charity activities of the BenQ Foundation. In 2020, company donated NT$3 million to the BenQ Foundation to jointly realize the corporate vision of "the truth, goodness and beauty of information life".

    • Sustainability:

      We actively participate in the sustainability of Taoyuan's local environment, such as implementation of green living, and keeping Taoyuan's forest and mountains clean. In 2020, colleagues and associations removed 237 kilograms of waste together at Hutou Mount, Taoyuan. We take practical actions to protect our precious mountains and forests and let residents feel a clean home.

    • E-co Green Action:

      Resource recovery activities have been carried out continuously. We are main focus on the recycling of three types of resources, 3C products, second-hand clothing and waste batteries. After sorting out the recycled resources, they will be transferred to the social welfare and environmental groups, such as Green 3C Recycling Network and the Eden Social Welfare Foundation, so that the used materials will become renewable resources and committing an effort to the earth.

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. 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 Revised or amended standards and laws More and more rigorous environmental protection laws. Set up the team for environmental protection.
Society Health and safety Accident in factory. Prevent occupational disasters.
Conduct RBA audit.
Corporate Governance The risk of cost Supply of products and materials;
the impact of the supply and competitive resulted from globalization.
The program of management of supplier;
the program of cost control.