The goal of corporate governance is to safeguard shareholders' rights and interests, improve information transparency, and comply with laws and regulations. The company has established an effective management mechanism to enhance efficiency, while strengthening the functions of the BOD and internal auditing systems, establishing rewards and punishments system consistent with responsibilities. We expect to achieve the ultimate goal - Corporate Sustainable Development, through sound corporate governance and implementation of integrity policy.
a. Improve transparency and reveal material information in real time.
b. Establish mechanisms for benign interaction and power checks and balances between the BOD and the management.
c. Maintain the proportion of independent directors.
d. Form an audit committee to review major proposals and maintain the independence and fairness of certified accountants.
e. Form a remuneration committee to review and improve the remuneration system for directors and managers.
f. Make a specific and clear dividend policy.
g. In Shareholders’ meeting, vote on a case-by-case basis and promote the e-Voting to fully implement the exercise of shareholder rights.
h. Make corporate governance rules, uphold the principle of integrity and implement internal audit mechanisms.
In 2020 Shareholders' meeting, the company has re-elected directors and formed a new BOD, a new audit committee and a new remuneration committee. All new directors and committees will perform their duties to implement corporate governance.
The BOD meeting of 2020 November passed to appoint Mr. Dai, Zhihao, a deputy manager of the accounting dept. to concurrently sever as the chief corporate governance officer (CCGO). The responsibilities of the CCGO include providing information requested by directors, handling related matters of the BOD and Shareholders' meeting, handling company registration and changes, preparing minutes of the BOD and Shareholders' meeting, to facilities the smooth operation of corporate governance.
The audit office is directly under the BOD. The appointment and removal of the audit supervisor is approved by the BOD. The purpose of internal audit is to check and evaluate the reliability, efficiency and effectiveness of the company's operating records and internal control, and provide suggestions for improvement to the BOD and audit committee on a regular basis, in order to improve the internal control system and increase operating efficiency.
The Fed made rate hiks sharply to slow inflation which shall raise expectation of economic recession, Russia-Ukraine war caused price fluctuation of oil 、foods and raw materials, and US-China trade war, relationship deterioration between the strait, geopolitical competition, most economist are expectating the global economic will into the down cycle. Our risk management policy is to pre-assess the possibility of various risks and the degree of harm to the operation, formulate contingency strategies and plans, and maintain the normal operation. The Corporate Governance Issues Unit of Sustainability Committee will assessed and identified risk issues that may have an impact on the company’s operations, and provides countermeasures to each business units. So they can formulate contingency plans, practice and review regularly, and improve the ability to respond to risks in order to reduce possible harm and loss, maintain our ability and toughness of sustainability.
In the event of an emergency or major incident, the general manager will be the commander to form a crisis response team which member include managers from Admin. Dept., Human Resources, Legal Dept., and Fiance Dept. to coordinate resources and respond quickly. The team will review departments affected, extent of damage, and draft response plans quickly. When decisions are made, the company will announce immediately to maintain the transparency.
Changes of Global EconomicRelated Issues
U.S.-China trade conflicts、Russia-Ukraine War、Regional political and economic policy changes、Changes of interest rate and exchange rate
Protection of Natural EnvironmentRelated Issues
Carbon reduction plan、TCFD、Environmental Protection Engagements of UN
Natural DisastersRelated Issues
Flood (Water shortage)、Earthquake
Technologies RenewRelated Issues
Information and system securities、Technologies renew
Major eventRelated Issues
Severe infectious diseases
The above risk issues have been reported to the BOD on November 8, 2022 meeting. The company will consider the impact of related issues and formulate response plans and drill plans, and review regularly to improve the plans and the ability to respond, in order to reduce the possibility of unexpected situations which might harm and impact on the company's operations.
According to the company's procedure of preventing insider trading, we shall educate directors and managers about the procedures and related laws and regulations at least once a year. Current directors and managers have be provided with relevant regulations and promotional materials for insider trading and explained relevant content、regulation details、cases analysis after BOD meeting on May 10, August 9, and November 8, 2021, meeting time was two hours.