Corporate Governance Officer Introduction

The board of directors appointed Mr. Daniel Chien, the senior VP and CFO, as the Corporate Governance Officer (CGO) on 2020/07/30.

 

Main business execution in 2021:

The Corporate Governance Officer assisted the board of directors in business execution based on the following eight aspects:

1. The composition of the board of directors.

  • There are nine seats on the board of directors, comprising four legal representatives and five independent directors. The composition of the GUC board of directors is diverse. The independent directors are all leaders in their fields and their backgrounds include law, financial accounting, industry, corporate governance, and marketing research/development as well as technology.
  • A corporate governance (nomination) committee will be set up under the planning board of directors.

2. The guidance of the board of directors.

  • A GUC strategy meeting is held in December every year. After the strategy is set, the board of directors will make necessary adjustments in May of the following year.
  • In the first quarter of each year, the CEO summarizes the entire year's strategy implementation and risks, and reviews the medium and long-term plans as well as critical potential risks.
  • AThe GUC management team reports to the board of directors annually on risk management plans (information security risk management, contract risk management policies, and intellectual property management).
  • The board of directors authorizes the CFO to serve as the chairman of the inter-departmental ESG committee and report to the board of directors on the results and plans every year.
  • The performance of the directors and managers over the previous year shall be evaluated in the first quarter of each year, and the remuneration policies, systems, structures, and standards of the directors and managers shall be reviewed in the second quarter of each year.

3. The authorization of the board of directors.

  • The functions and powers of the board of directors, functional committees, chairman of the board, and general manager shall be reviewed regularly every year.
  • Regularly review changes in important laws and regulations, important complaints from employees and stakeholders, and major asset transactions every year.

4. Supervision by the board of directors.

  • The independence, competence and professionalism of the certified public accountant shall be evaluated on an annual basis.
  • The operating outlook is stated quarterly.

5. Communication with the board of directors.

  • Regular meetings with accountants as well as auditing and accounting managers are necessary every year to implement the internal audit and control system.
  • Company information required by the directors shall be provided, and smooth communication between directors and executives shall be maintained.
  • The financial supervisor provides monthly reports to the board members so they can understand the company's current operation and financial status and other non-financial information.
  • Briefings on business performance shall be held with legal personnel every six months, investment discussions shall take place from time to time, a dedicated staff shall be set up to serve shareholders, and diversified communication channels with investors will be established.

6. Internal control and risk management.

  • Reports shall be sent to the board of directors, independent directors, and the audit committee on the GUC's governance operation status. It shall be confirmed whether the shareholders meeting and the board of directors meeting are in compliance with laws and corporate governance regulations.
  • The "Operation Committee" led by the CEO performs various risk assessments and evaluates potential risks before reporting to the board of directors.
  • The directors will be provided with assistance and reminded of the laws and regulations to be followed when executing business decisions or making a formal resolution of the board of directors.

7. The self-regulation of the board of directors.

  • The board of directors must regularly evaluate their own performance as well as that of functional committees and individual directors in accordance with the "Performance Evaluation Measurement of the Board of Directors and Functional Committees". An evaluation of this process should be performed by an external executive at least once every three years.
  • The results of the performance evaluation of the board of directors shall be fully disclosed in the annual report and on the website.

8. Others

  • Reference materials shall be provided for new directors, and the CEO shall explain the company's vision, strategy, organizational rules, annual goals, operations, and major contracts, etc. This process allows new directors to perform their functions quickly.
  • The release of information about important resolutions of the board of directors after meetings shall be reviewed. The legality and correctness of the content and the equivalence of investor transaction information shall be ensured.
  • The agenda of the board of directors meeting shall be drafted and directors shall be notified seven days in advance. The meeting will be convened and meeting materials provided, participants shall be reminded in advance if the issues require interest avoidance. The meeting minutes shall be completed within 20 days of the meeting.
  • In accordance with the law, the pre-registration of the date of the shareholders meeting shall be held. Meeting notices, handbooks, and minutes shall be prepared within the statutory time limit. Changes to registration matters shall be handled during the amendment of the articles of association or the re-election of directors.

The director of corporate governance conducts relevant training courses on a regular basis every year in accordance with the regulations of the competent authority. Please refer to the MOPS for the detailed information of the training courses and the number of training hours.