| I |
The Company has appointed the most senior officer of Corporate Governance Department as the chief corporate governance officer by the resolution of the Board Directors and staffed with sufficient professional corporate governance personnel to protect shareholders' rights and strengthen the board functions. The chief corporate governance officer of the Company, who has been conducted stock affairs, shareholders’ meeting and Board meeting affairs for at least 3 years, is eligible for corporate governance affairs. |
| II |
Main duties of the corporate governance officer of the Company are as follows:
- Handling of matters relating to board meetings and shareholders' meetings in compliance with law;
- Preparation of minutes of the board meetings and shareholders' meetings;
- Assistance in onboarding and continuing education of the directors;
- Provision of information required for performance of duties by the directors;
- Assistance in the directors' compliance of law;
- Report to the Board of directors the review result of whether independent directors' qualifications meet regulatory requirement during their nomination, election and term of office;
- Handling of matters relating to change of directors.
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| III |
The business execution in 2023 are as follows:
- To provide Directors with information and regulations required for performance of their duties and arrange the Directors' training courses:
- To provide Directors with the latest regulations relating to corporate governance from time to time.
- To provide Directors with the Company's information required for performance of their duties and maintain smooth communication between Directors and managerial officers.
- To arrange more than 4 closed-door meetings, the independent directors have face to face talk with the chief internal auditor and CPAs to gain an in-depth understanding of the Company's audit and financial status.
- To hold two training courses (three hours for each) for Directors.
- To arrange functional committee meetings, board meetings and shareholders' meetings according to related regulations:
- To compile and notify meeting agendas and related materials to each director at least seven days in advance, remind the directors not to participate in discussion and voting on the agenda item which they shall recuse themselves, and distribute the minutes to each director within 20 days of the meeting.
- To register the date of the shareholders' meeting in accordance with regulations, and prepare meeting notices, handbooks and minutes within the regulatory period.
- To assist with the announcement of the material information relating to important resolutions of the board meetings and shareholders' meeting, ensure the legality and correctness of the material information and symmetry for investor trading information.
- Handling of matters relating to change of directors:
- Report to the Board of directors the review result of whether independent director candidates' qualifications meet regulatory requirement during directors' nomination and election.
- Provide information needed for change of a director and make related public announcements and filing for change of directors according to the law.
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| IV |
Training records of the chief corporate governance officer in 2023 :
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