Implementation of Corporate Governance Practices

Corporate Governance Officer

The Company resolved in the Board meeting on July 30, 2020 to appoint Mr. Chi-Yuan Pan, Group CFO, as the Corporate Governance Officer to safeguard shareholders’ rights and interests and strengthen the Board’s functions. Mr. Chi-Yuan Pan has served in the financial managerial position of a public company for over three years. The main duties of a Corporate Governance Officer are to handle matters relating to Board meetings and shareholders’ meetings pursuant to laws and regulations, prepare minutes of Board meetings and shareholders’ meetings, assist Directors with assuming office and continuing education, provide information required for business execution of Directors, and assist Directors with regulatory compliances.

Duties performed by the Corporate Governance Office in 2022 are as follows:

Assisted Independent Directors and general Directors in performing their duties, provided required information, and arranged continuing education for Directors:

Informed Board members the latest laws and regulations related to the Company's scope of operation and corporate governance at times.
Arranged meetings when, in accordance with the Code of Practice for Corporate Governance, the Independent Directors needed to meet with the managers or CPAs to understand the Company's finances and operation.
Scheduled continuing education sessions for Board members based on the industry characteristics of the Company as well as the Directors’ educational background and work experiences.

Assisted with regulatory compliance for Board meetings as well as shareholders’ meetings and resolutions thereof

Ensured the Company's Board meetings and shareholders’ meetings were carried out in accordance with relevant laws and regulations as well as corporate governance guidelines.
Reviewed the release of material information pertaining to resolutions from the Board meetings to ensure the legality and accuracy of such information, thereby protecting investors from information asymmetry.

Formulated the agenda for Board meetings and notified Directors seven days in advance. Convened the meeting and provided meeting materials. Reminded the Directors of any conflict of interest to be recused in advance as well as completed and distributed the meeting minutes to each Director within 20 days after the meeting.

Organized shareholders’ meetings in accordance with laws and regulations, e.g., the testing and registration of meeting date in advance.

Continuing education of Corporate Governance Officer in 2022 is as follows:
Date Host Class Duration Total Hours
2022/05/04 Taiwan Stock Exchange Corporation, Alliance Advisors and Taiwan Corporate Governance Association International Twin Summit 2.0 13.0
2022/05/23 Taiwan Investor Relations Institute ESG – Developments in Carbon Reduction and Strategies for Digital Transformation 3.0
2022/06/10 Securities & Futures Institute 2022 Seminar on Prevention of Insider Trading 3.0
2022/07/20 Taiwan Stock Exchange Corporation and Taipei Exchange Sustainable Development Roadmap Forum with an Industry Focus 2.0
2022/07/29 Taiwan Institute for Sustainable Energy 2022 Net Zero and Sustainable Development Forum – Day 2 3.0