Corporate Governance Officer
On May 4, 2021, the Board of Directors appointed Ms. Grace Liu, the Vice President of M31, as the Corporate Governance Officer responsible for corporate governance matters, including:
1. Handling matters related to the Board, Committees (composed of directors) and, Shareholders’ meetings in compliance with law.
2. Preparing minutes of the Board of Directors and shareholders’ meetings.
3. Assisting directors in their appointment and continuing education.
4. Provision of information required for performance of duties by directors.
5. Assistance in directors’ compliance of law.
Corporate Governance Operation
Succession Plan
The training of our senior management succession plan is divided into four categories: leadership, management ability, professional competence and corporate culture, and the training courses, practical tasks and job rotation are used to cultivate the all-round ability and experience of the management.
Each year, management training is conducted to keep up-to-date with the latest management thinking and trends through the sharing of external experts, technological innovations and exemplary companies, while on the other hand, the leadership practices of the company’s organizational culture and management are shared through the years of leadership experience of internal senior executives.
Every year, a high-level executive consensus meeting is held to discuss topics related to the company’s future growth goals and strategies, including system thinking, strategic thinking and planning, leadership development, performance management, talent development, and leadership succession.
In addition, in planning the succession plan, the successor must not only possess excellent job skills but also have values that align with the company culture. At the same time, business unit managers cultivate cross-domain expertise and leadership skills by rotating jobs or taking on different tasks through practical training, leading their teams to achieve annual goals. This enables the company to achieve sustainable development and growth through the implementation of the succession plan.
The company appropriately arranges for directors to participate in specialized seminars, workshops, roundtables, or training courses that cover topics related to corporate governance such as finance, risk management, business, law, accounting, or internal control systems, in order to cultivate future successors.
Performance Evaluation and Salary Remuneration Policy
A. Principles of remuneration for directors
The remuneration policy of the Company’s directors is in accordance with the Company’s Articles of Incorporation. The remuneration of the Company’s directors is based on their participation in the Company’s operations and the value of their contributions, and is determined by the Board of Directors’ meeting with reference to industry standards.
The Company’s Articles of Incorporation also stipulate that the remuneration of the criteria Company’s directors shall be no more than 1.5% of the Company’s profit. In the event that the Company makes a profit in its annual accounts, the remuneration of the Company’s directors will be based on the results of the Company’s operations and individual directors’ evaluations, which will be reviewed by the Remuneration Committee and approved by the Board of Directors.
The following is a list of the items evaluated by the directors and rated on a 5-level scale.
Assessment Items
A. Knowing the Company’s goals and missions
Directors have a solid understanding of the Company’s core values (mission, vision, culture and other concepts)
B. Awareness of Directors’ Duties
Directors are fully aware of the legal obligations of directors
C. Involvement in the operation of the Company
Actual attendance of directors at board meetings (excluding attendance by proxy)
Directors devote sufficient time to board-related matters
Directors contribute effectively at board meetings, such as making specific recommendations on motions, etc.
D. Internal Relationship Management and Communication
The directors and the CPA have had sufficient communication and interactions.
E. Professional and Continuing Education of Directors
The directors have the required expertise to make decisions on the board of directors.
B. Remuneration for President and Vice Presidents
The appointment, dismissal and compensation of the President and Vice President shall be in accordance with the Company’s regulations. The remuneration standards are determined by the human resources department in accordance with the relevant rules of the Company’s personnel performance appraisal, individual performance and contribution to the Company’s overall operations, and with reference to market peer group standards, after review by the Remuneration Committee and approval by the Board of Directors. The performance of the President is evaluated based on the achievement of the Company’s overall annual goals, including the achievement of the Company’s consolidated revenue, net profit after tax, new product and technology development, systematic process management, customer satisfaction, market competitiveness, and talent cultivation, etc., and is calculated based on the number of weights. The performance of the Vice President is evaluated based on the achievement of the annual goals, including the achievement rate of the annual goals of the department to which he/she belongs, departmental management, establishment of systems, cultivation of talents, and implementation of the Company culture, etc., and is calculated based on the number of weights.
C. Business performance and future risks
The Company’s compensation policy is based on the individual’s ability, contributions to the Company, accomplishment of goals and performance, and is positively correlated with the operating performance and is calculated based on the number of weights. In addition, the Company has a certain degree of control over future risks, and the compensation policy has a certain correlation with future risks. The overall compensation package consists of base salary, bonuses and employee compensation. The base salary is evaluated in accordance with the competitive market situation and the company’s policy for the position held by the employee; the bonus and employee compensation are determined in relation to the employee, the achievement of departmental goals and the company’s operating performance.