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Corporate Governance

Corporate Governance

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Corporate Governance

Taiwan's top 20% of listed companies by the third Corporate Governance Evaluation! The Company has established a Code of Corporate Governance to establish a sound corporate governance system and improve corporate governance performance. The third corporate governance evaluation conducted by the Stock Exchange in 2016, the company's performance in the listed companies (a total of 843 companies) ranked the top 20%. We will continue to improve the relevant rules and regulations, strengthen the functions of the board of directors, reinforce the disclosure of information, enhance functional committee operation, and ascertain the implementation of corporate governance.

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Functional Committee

Three functional committees were established by TCC board of directors:

A. Remuneration Committee

TCC has established the remuneration committee and it's charter, with three to five seats of the remuneration committee, in accordance with the provisions of the regulations, to improve and supervise the remuneration system of directors and managers of the Company and protect the rights and interests of investors or shareholders.

Remuneration Committee members

Position Name
Members and convener Yao-wen Lin
Members

Han-shen Li

Ji-sheng Ye

Su-chin Chuang

Feng-chou Hsu

 

B. The Audit Committee

TCC established Audit Committee and it's charter in accordance with regulations. It consists of all three independent directors of the Company and shall meet at least once per quarter. The purpose of its establishment includes to assist the Board of Directors in supervising the Company's financial statements to be present fairly, the appointment, independence and performance of CPA, the operating effectiveness of internal control system, the Company's compliance with relevant laws and regulations, or risk management on existing or potential risks of the Company, including the quality and integrity of accounting, auditing, financial reporting processes and financial controls.

The Audit Committee shall have the right to conduct any proper review and investigation in accordance with its charter and to contact directly with internal auditors, CPA and even all employees in performing its duties. It also has the rights to hire and supervise lawyers, accountants or other consultants for assisting the Audit Committee in performing it's duties.

The matters to be approved by the Audit Committee are mainly included:

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  • Adoption or amendment of an internal control system.
  • Assessment of the effectiveness of the internal control system.
  • Adoption or amendment, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
  • A matter bearing on the personal interest of a director.
  • A material asset or derivatives transaction.
  • A material monetary loan, endorsement, or provision of guarantee.
  • The offering, issuance, or private placement of any equity-type securities.
  • The hiring or dismissal of an attesting CPA, or the compensation given thereto.
  • The appointment or discharge of a financial, accounting, or internal auditing officer.
  •  Annual financial reports and second quarter financial reports.
  • Any other material matter so required by the Company or the Competent Authority..

 

Members of the Audit Committee

Position Name
Members

Han-shen Li

Yao-wen Lin

Ji-sheng Ye

 

C. The Nominating Committee

In order to improve the functions of the Board of Directors and strengthen the management mechanism, the Company in reference to the "Corporate Governance Best Practice Principles for Listed Companies" announced by the competent authority, and Board of Directors established a nominating committee and it's charter.

According to the above-mentioned charter, this committee shall be composed of at least three directors nominated by the board of directors, among which the chairman and more than half of independent directors shall be nominated. The Committee shall faithfully perform the following duties and shall submit its proposals to the Board for discussion:

  • Laying down the standards of independence and a diversified background covering the expertise, skills, experience, gender, etc. of members of the board, supervisors and senior executives, and finding, reviewing, and nominating candidates for directors, supervisors, and senior executives based on such standards.
  • Establishing and developing the organizational structure of the board and each committee, and evaluating the performance of the board, each committee, and each director and senior executive and the independence of the independent directors.
  •  Establishing and reviewing on a regular basis programs for director continuing education and the succession plans of directors and senior executives.
  • Establishing corporate governance guidelines of the Company.

 

Nominating Committee members

Position Name
Members and convener Min-Chieh Chang
Members

Yao-wen Lin

Han-shen Li

Ji-sheng Ye

Jao-Hua Hsu

 

Prospects 未來展望

Future Prospects

  • Improve Operational Performance

  • Actively Expand Business

  • Strengthen Corporate Governance and Corporate Social Responsibility

  • Strengthen Human Resources

  • Respond to Electricity Liberalization

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