The company has set up the position of corporate governance offiver. As approved by the board of directors on March 28,
2023 that assigned Mr. Wang Yingshu, the current secretary of the board of directors to take over the position on that
day and serve as the direct corresponding window for the directors. He has the qualifications of experience of engaging
in financial, legal compliance and stock affairs management more than ten years.
Currently, there are 3 members of the corporate governance team, who are responsible for corporate governance-related matters,
including at least the following:
1. Handle matters related to board of directors and shareholders’ meetings in accordance with the law.
2. Prepare minutes of board of directors and shareholders meetings.
3. Assist directors to comply with laws, on board and continue their education.
4. Conduct performance evaluation of the board of directors.
5. Disclosure and reporting of director-related information.
6. Provide directors and independent directors with the information they need to perform their business.
7. Amendment company management measures corresponding to the latest revisions of laws and regulations
related to the company's business areas and corporate governance.
8. Follow and handle other matters stipulated in the company's articles of association or contract.
9. Handle registration and changes of Thai and overseas holding companies in accordance with the law：
The business development situation in 2023 is as follows:
A. Improving the functions of the board of directors
1. Conduct refresher courses for directors:
a. March 28, 2023 [Company operations involve business secrets, personal information and gender equality issues] for three hours.
b. August 24, 2023 [Practical Analysis of Insider Trading/Equity Reporting] three hours.
2. Purchase "Directors' Liability Insurance" with an insured amount of US$1 million and the insurance period from 2023/07/01 to 2024/06/30, and it was approved by the board of directors on May 10, 2023.
3. Communication meetings with accountants, independent directors, audit supervisors and financial accounting supervisors will be convened on March 28 and August 24, 2023.
4. Conduct internal performance evaluation of the Board of Directors and functional committees, and the evaluation report will be submitted to the Board of Directors on March 28, 2023.
5. In addition to participating in director refresher courses, corporate governance officers also complete other refresher courses:
a. May 26, 2023 [Looking at ESG development trends from shareholder activism] three hours
b. June 30, 2023 [Business Management and News Crisis Management Strategies] three hours
c. August 24, 2023 [Practical Analysis of Insider Trading/Equity Reporting] three hours
B. Improve transparency
1. Conduct a Road Show Conference:
a. Participate in the Spring Investment Forum of President Securities on March 2, 2023
b. Participate in the first quarter financial business briefing of the Taiwan Stock Exchange on April 10, 2023
c. Participate in Horizon Securities’ 2023 Potential Industry Investment Forum on April 12, 2023
d. Participate in the Second Quarter Global Outlook Summer Investment Forum of President Securities on June 6, 2023
2. Set up an investor service team and establish diversified communication channels with investors.
C. Strengthen compliance with laws and regulations
1. The following new regulations are formulated in response to laws and regulations:
a. Formulate "Internal Major Information Processing Procedures" on August 25, 2022.
b. The "Measures for the Management of Compliance with Laws and Regulations" were formulated on November 8, 2022.
c. The "Company Risk Management Code of Practice" was formulated on November 8, 2022.
2. Modify the regulations in accordance with laws and regulations as follows:
a. The "Standards for the Treatment of Assets Acquired or Disposed of" were revised on March 25, 2022.
b. The "Corporate Social Responsibility Code of Practice" was revised on March 25, 2022.
c. The Articles of Association were revised on March 25, 2022.
d. The "Rules of Procedure for the Shareholders' Meeting" will be revised on August 25, 2022.
e. The "Rules of Procedures of the Board of Directors" were revised on November 8, 2022.
f. The "Rules of Procedure for the Shareholders' Meeting" will be revised on March 28, 2023.
g. The Articles of Association were revised on March 28, 2023.
Items 1, 3, 4, 6 and 7 above have been passed by resolutions of the annual feneral shareholders' meeting.
D. Others
1. Published the 2018 Corporate Social Responsibility Report on June 25, 2019.
2. In 2022, an ESG working group and a Greenhouse Gas Emissions Committee have being established to replace the Corporate Social Responsibility Committee.
3. Complete the voluntary carbon inventory checking in July 2023 and obtain the external certification ISO14064-1 certificate.
