Corporate Culture

Organization

  • Meeting of Shareholders
  • 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.”

Job title Name First elected and inauguration date
    • Major education attainments and experience
      • Department of International Business, Feng Chia University.
      • Vice President, Sanhosun Industry.
    • Concurrent duties at the Company or in other companies
      • Chairperson, Jeng-Yi Business Management Consultant Co., Ltd.
    • Major education attainments and experience
      • Chairman of the Board, SuperAlloy Industrial Co. Ltd.
      • Department of Chemical Engineering, United Technology and Business School
    • Concurrent duties at the Company or in other companies
      • President, PVI Chemical Co., Ltd.
      • President, Chia-yi Investment Co., Ltd.
    • Major education attainments and experience
      • Judge, Chief Prosecutor, Presiding Judge, Minister of Justice, the Republic of China
      • LLB, National Taiwan University
    • 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
    • Major education attainments and experience
      • Junior Manager, Hua Nan Bank
      • Department of International Business, Feng Chia University
    • Concurrent duties at the Company or in other companies
      • N.A.
    • Major education attainments and experience
      • Assistant Manager, Taiwan Business Bank Co., Ltd.
      • Public Service Special Examination
    • Concurrent duties at the Company or in other companies
      • Director of SuperAlloy Industrial Co. Ltd.
    • Major education attainments and experience
      • Section Manager, Accounting, Sanhosun Industry
      • National Open University
    • Concurrent duties at the Company or in other companies
      • Director of SuperAlloy Industrial Co. Ltd.
      • Section Manager, Accounting, Sanhosun Industry
    • Major education attainments and experience
      • President, National Cheng Chi University.
      • Ph.D. in Accounting, University of Missouri, USA.
    • 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
    • Major education attainments and experience
      • Professor, College of Agriculture and Natural Resources, National Chung Hsing University
      • Ph.D. in Agriculture Economics, National Taiwan University
    • 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
    • Major education attainments and experience
      • Professor, School of Law, Soochow University
      • Ph.D. in Law, Westfälische Wilhelms-Universität Münster
    • Concurrent duties at the Company or in other companies
      • Independent Director, Celxpert Energy Corporation
      • Distinguished Professor, School of Law, Soochow University
    • Major education attainments and experience
      • Vice President, China Bills Finance Corporation
      • Department of Finance, National Chung Hsing University
    • Concurrent duties at the Company or in other companies
      • N.A.

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.

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.

1

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.

2

Objective

Evaluate the efficiency and effectiveness of operations.

Task

Produce audit reports follow up the performance of improvements.

3

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.

4

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

  1. Assess financial and environmental impacts.
  2. Promote carbon footprint verification and GHG inventory verification.

Metrics and Targets

Identify and assess risks and draw up action plans.

Financial impacts

  1. Reduction targets for wastewater recycling and waste reduction.
  2. GHG emission disclosure.

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