Corporate Governance
Corporate Culture
Externally: Uphold integrity and trustworthiness, keep all words for customers and partners.
Internally: Be accountable and honest, maintain order and discipline, control the quality of each and every procedure and product to ensure the customer safety.
Be the trusted and reliable best partner of each stakeholder.
Strategy deployment: Balance the short- and long-term development of operations, foster key core competencies for long-term development, and cultivate Taiwan and think globally.
Technological leadership: Maintain ongoing optimization of R&D, technology, and equipment and keep continual process improvement and optimization.
Customer satisfaction: Always plan more and prepare more ahead of customers and partners and provide quality services and optimal quality to earn customer satisfaction.
Promote industry development together with customers and suppliers.
Share the fruit of operations with employees and shareholders.
Maintain sustainable development together with the environment.
Organization
- Board of Directors
- Compensation Committee
- Audit Committee
- Sustainable Development Committee
- Audit Office
- Chairman
- Office Board of Directors
- President (CEO)
- President's Office
- Office of Legal Affairs
- Information Security Office
- Office for Occupational Safety and Health Management
- Occupational Safety and Health Courses
- Environmental Protection Courses
- Production Division
- Sales Division
- Quality Division
- Facility Engineering Division
- Technology Division
- Financial Division
- General Administration Division
Board and Committees
Board of Directors
To maintain business ethics and integrity and ensure ethical behavior, we have established the “Procedures for Ethical Management and Guidelines for Conduct” and “Corporate Social Responsibility Best-Practice Principles” in accordance with the Ethical Corporate Management Best-Practice Principles for TWSE/GTSM Listed Companies and the relevant laws and regulations of the locations where the Company and affiliates are operated to stipulate the matters required for employee notification in business activities. The “Procedures for Ethical Management and Guidelines for Conduct” is also established to ensure that employees will not, either directly or indirectly, offer, accept, promise, or request for any undue advantages, or engage in other behavior against integrity, the law, or the trust obligation to gain or maintain personal profit in business operations.
The major duties of the Board include: setting the direction for business operations, supervising operational performance, preventing conflicts of interest, and ensuring legal compliance, as well as risk validation and response to optimize corporate governance. In additional to maintaining the interest of shareholders, the Board will also take realizing the interest of stakeholders including employees, customers, suppliers, local communities, the government, and non-governmental organizations as the guiding principle.
The Board is formed with nine directors, including three independent directors, of different professional backgrounds. The diversified expertise of directors covering finance, law, and industry benefits the Company’s decision-making and long-term strategy planning for operations. To strengthen the sustainable development framework, the Board established the Sustainable Development Committee and passed the articles of organization in June 2022. This is a milestone set by the Company’s highest governance body to ingrain “sustainable development.”
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Major education attainments and experience
- Department of International Business, Feng Chia University.
- Vice President, Sanhosun Industry.
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Concurrent duties at the Company or in other companies
- Chairperson, Jeng-Yi Business Management Consultant Co., Ltd.
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Major education attainments and experience
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Major education attainments and experience
- Chairman of the Board, SuperAlloy Industrial Co. Ltd.
- Department of Chemical Engineering, United Technology and Business School
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Concurrent duties at the Company or in other companies
- President, PVI Chemical Co., Ltd.
- President, Chia-yi Investment Co., Ltd.
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Major education attainments and experience
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Major education attainments and experience
- Judge, Chief Prosecutor, Presiding Judge, Minister of Justice, the Republic of China
- LLB, National Taiwan University
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Concurrent duties at the Company or in other companies
- President, SAI Fu-de Social Welfare Foundation
- Independent Director, Century Wind Power Co., Ltd
- Visiting Professor, National Chung Hsing University
- Honorary Chair Professor, Finance and Economic Law, Asia University
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Major education attainments and experience
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Major education attainments and experience
- Junior Manager, Hua Nan Bank
- Department of International Business, Feng Chia University
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Concurrent duties at the Company or in other companies
- N.A.
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Major education attainments and experience
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Major education attainments and experience
- Assistant Manager, Taiwan Business Bank Co., Ltd.
- Public Service Special Examination
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Concurrent duties at the Company or in other companies
- Director of SuperAlloy Industrial Co. Ltd.
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Major education attainments and experience
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Major education attainments and experience
- Section Manager, Accounting, Sanhosun Industry
- National Open University
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Concurrent duties at the Company or in other companies
- Director of SuperAlloy Industrial Co. Ltd.
- Section Manager, Accounting, Sanhosun Industry
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Major education attainments and experience
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Major education attainments and experience
- President, National Cheng Chi University.
- Ph.D. in Accounting, University of Missouri, USA.
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Concurrent duties at the Company or in other companies
- Independent Director, Hanns Touch Holdings Company
- Independent Director, Acepodia
- Adjunct Research Chair Professor, Department of Accounting, Chengchi University
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Major education attainments and experience
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Major education attainments and experience
- Professor, College of Agriculture and Natural Resources, National Chung Hsing University
- Ph.D. in Agriculture Economics, National Taiwan University
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Concurrent duties at the Company or in other companies
- Lifetime Distinguished Professor, College of Agriculture and Natural Resources, National Chung Hsing University
- Member of Advisory Committee, Ministry of Environment, the Republic of China
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Major education attainments and experience
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Major education attainments and experience
- Professor, School of Law, Soochow University
- Ph.D. in Law, Westfälische Wilhelms-Universität Münster
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Concurrent duties at the Company or in other companies
- Independent Director, Celxpert Energy Corporation
- Distinguished Professor, School of Law, Soochow University
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Major education attainments and experience
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Major education attainments and experience
- Vice President, China Bills Finance Corporation
- Department of Finance, National Chung Hsing University
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Concurrent duties at the Company or in other companies
- N.A.
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Major education attainments and experience
Compensation Committee
The Company established the Compensation Committee seated by three directors was established in December 2011 to enforce corporate governance and optimize the compensation system of directors and officers. The major duties of the Compensation Committee include assisting the Board in establishing and periodically reviewing and assessing the policy, system, standard, and structure of the salary and compensation for directors and officers. Independent Director SHIH Mao-Lin is the convener of the present Compensation Committee.
Audit Committee
We established the Audit Committee seated for a term of three years by all independent directors in accordance with the Securities and Exchange Act in October 2017. The committee convener and meeting chair should be elected by all members. Independent Director CHENG Ding-Wang is the convener of the present Audit Committee.
Legal Compliance
We correctly calculate taxes and pay them by the deadline printed in the tax return forms in compliance with the local tax affair laws and regulations and their legal spirit. We also keep track on the changes in the local and international tax affairs laws and regulations, assess their impacts in all aspects, and quickly draw up countermeasures. We also periodically disclose tax information though open channels, such as the annual report, to stakeholders to ensure information transparency. We maintain open and frank communication with national tax collection agencies, provide the practical viewpoints and opinions of the industry, and assist in improving the tax environment and system. Legal and transparent tax incentivization policies are used and deductions against the legal spirit are rejected. Our enterprise structure and transactions comply with the commercial substance, and no structure and transaction arrangements are made to reduce or only to reduce tax. Tax policies are plan and implemented to assess the relevant risks and take appropriate strategies.
At the workplace, all employees are protected by policies relating to human rights. We have established the Working Rules to prevent illegal acts at workplaces and discriminating requirements through source management. The occupational safety and health unit established plans and procedures to prevent and manage workplace bullying or violence when employees carry out their duties. Employees suffering workplace bullying or violence may directly file or fire through the unit a grievance. The Workplace Bullying or Violence Committee will investigate the grievance, make coordination, handle subsequence matters, and review and improve the preventive measures.
Employees suffering probable workplace bullying or violence may file a grievance to the unit head or occupational safety and health unit. The reporting and grievance process shall remain objective, and complete confidentiality of the rights, interests, and privacy of victim(s), whistleblowers, shall be maintained. In accordance with the Working Rules (DOC-00000040), the occupational safety and health unit shall refer the grievance to the Workplace Bullying or Violence Committee investigate and handle the grievance and provide assistance for the victim(s). If both parties still have doubts after the coordination and handling of the Workplace Bullying or Violence Committee, the party concerned may report to the public sector to handle the grievance.
We will not force employees to work extra hours exceeding the limits as stipulated in the work and overtime management regulations or measures. To comply with the labor laws and regulations, we do not force or threaten personnel to provide labor service against their will, nor do we use labor child at any stages of our operations. We request suppliers to comply with the sustainable development standards through the “Supplier Code of Conduct,” including no use of child labor and no involuntary labor service through force or threats.
In 2022 no significant fines for non-compliance with laws and/or regulations in the social and economic area were reported. (Note: Regarding significant fines relating to operations, in accordance with Chapter II (Material Information), Article 26, paragraph 26, sub-paragraph 3, Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities dated 2017.12.28: Information shall be disclosed “where the administrative fines for one single event have accumulated to NT$1 million or more.” )
corporate governance
- No non-compliance with the Company Act
- No non-compliance with commercial law.
- No non-compliance with the Regulations Governing Securities Finance Enterprises.
- No involvement with corruption matters.
- No political finance.
- No involvement with anti-competitive behavior, anti-trust, and monopoly practices
environmental compliance
- No non-compliance with the Waste Disposal Act.
- No non-compliance with the Air Pollution Control Act.
- No non-compliance with the Water Pollution Control Act.
- No significant spills.
labor rights and interests
- No non-compliance with the Act of Gender Equality in Employment.
- No forced labor.
- No child labor.
- In injury of the human rights of indigenous peoples.
product
- No prohibited or controversial products.
- No non-compliance with marketing-related laws and regulations or code of voluntary marketing.
- No significant administrative fines for non-compliance with laws and/or regulations in the area of the provision and use of product and service.
- No infringement or loss of customer privacy or customer data.
Risk Management
We have established an audit office directly under the Board with a chief auditor. The office and Audit Committee assist the Board and officers in examining and reviewing the soundness, fairness, and effectiveness of the internal control system.
Objective
Check and assess the effectiveness of the internal control system.
Task
Establish the annual audit program to carry out audits in accordance with the regulations of Taiwan’s competent authorities and in consideration of risks.
Objective
Evaluate the efficiency and effectiveness of operations.
Task
Produce audit reports follow up the performance of improvements.
Objective
Report the compliance with reliability, timeliness, and transparency and in relation to the relevant laws and regulations.
Task
Periodically revise the internal control system and the code of practice of audits, annual internal audit self-assessment.
Objective
Promptly propose recommendations for improvement to ensure that continued effectiveness and implementation of all internal controls.
Task
Communicate with independent directors and report to the Audit Committee and Board.
The impacts on the Company’s comprehensive income of and future counteractions for financial risks, changes in interest rate and exchange rate, and inflation are as follows: The financial department shall evaluate and analyze the overall risk positions and existing undertaken transactions based on the international political and economic condition. The evaluation and analysis shall include risk positions such as exchange rate and interest rate, the hedging position shall be conservative and steady, and hedging shall be the standard of the net position for natural hedging. Hedging tools include advance purchase/advance sale of forward exchange contract (FEC), options, and the derivatives of their combinations. Hedging shall be implemented according to the handling procedures designated by the company and announced periodically. In 2020, natural hedging was adopted based on the steady principle to minimum the impact of changes in interest rate and exchange rate. In the future, we will continue to observe the international political and economic condition and the overall risk positions to minimize the impact of changes in interest rate and exchange rate on the Company’s comprehensive income.
We control risks in environmental sustainability, corporate governance, and social responsibilities with the most stringent attitude and draw up counteractions in all aspects. Employees must bear CSR to treat stakeholders. Upholding the business philosophy featuring “technology leadership, quality supremacy, and sustainable development,” we maintain steady operations. We have assigned accountable units to take charge of the management and audit in environment, safety, and health (ESH). Each year the management representative established the annual plan for the next year in respect of the ESH risks in business operations for the accountable units to understand the status of internal and external risks and thereby enhance safety and health management.
Upholding the spirit of ISO management systems, the office of occupational safety and health promotes and manages occupational safety and health based on the PDCA cycle. In every half year, it also conducts an internal audit in accordance with the ISO 14001 EMS and ISO 45001 OH&S systems. After announcing the relevant information, the office of occupational safety and health completes the internal audit by the audit period to meet the two-way management and audit requirements.
Financial impacts from climate change and climate-related risks and opportunities
Global warming results in extreme weather events. In response to the impacts from climate change, in terms of governance, strategy, risk management, metrics and targets, we assess climate-related risks and opportunities in accordance with the framework recommended by the Task Force on Climate-related Financial Disclosures (TCFD). Based on the assessment results, we establish management strategies, GHG inventory plans, and carbon reduction plans and implement them with the Board’s approval. By doing so, we hope to achieve environmental protection and energy conservation, ingrain the awareness of safety and health and environmental conservation so as to fulfill our CSR and thereby find a place for us in the industrial sector. The following table shows out potential significant impacts in the future and their counteractions.
Governance
The organization’s governance around climate-related risks and opportunities
Strategy
The actual and potential impacts of climate-related risks and opportunities on the organization’s businesses, strategy, and financial planning
Risk Management
The processes used by the organization to identify, assess, and manage climate-related risks
Metrics & Targets
The metrics and targets used to assess and manage relevant climate-related risks and opportunities
Risk Categories
Flood, drought, market presence damage, carbon trade, unstable water and electricity supply.
Governance Unit
Each year the Sustainable Development Committee holds working team meetings chaired by the chairperson periodically to discuss climate-related hazards and operational risks and draw up plans and set targets for mitigation.
Strategy
Draw up counteractions for climate-related risks.
Risk Management
- Assess financial and environmental impacts.
- Promote carbon footprint verification and GHG inventory verification.
Metrics and Targets
Identify and assess risks and draw up action plans.
Financial impacts
- Reduction targets for wastewater recycling and waste reduction.
- GHG emission disclosure.
