Do the company's internal rules prohibit insiders, such as directors or employees, from profiting from information that is not available in the market, as set forth in the Company's internal rules and disclosed on the Company's website?
Operating Situation:
♦ In accordance with Article 11 of the Corporate Governance Code, the Company should pay attention to the shareholders' right to know and comply with the relevant regulations on information disclosure, and provide information on the Company's finance, business, insider shareholding and corporate governance to the shareholders through the Market Observation Post System or the website set up by the Company.
♦ The Company shall urge other persons who have access to material internal information of the Company by virtue of their identity, occupation or control to comply with the relevant provisions of the Act. Directors, managers and employees of the company shall perform their business with the care and loyalty of a good manager, the principle of good faith, and shall sign confidentiality agreements. The above-mentioned personnel shall not disclose material information they know to others and shall not inquire or collect material information unrelated to their duties.
♦ Please refer to the Company's internal regulations for the relevant corporate governance rules.
Has the Company established and implemented reasonable employee benefits (including salary, vacation and other benefits) and appropriately reflected the results of performance in employees’ remuneration?
Operating Situation:
♦ The Company has set up "Administrative Measures for Employee Leave and Overtime Work" and "Measures for Employee Health Checks". In addition to regulating employees’ leave, insurance, wedding and funeral subsidies, and health checks, the Company is also committed to providing a friendly working environment, including Group insurance, annual health check, bonuses for 3 festivals, birthday parties, employee travel, coffee and snacks supply and other employee welfare matters. Moreover, in order to keep abreast of the welfare standards in the market, the Company holds quarterly labor-management meetings to discuss employee welfare-related issues in order to improve employee welfare.
♦ The Company has established the "Compensation Committee Organization Regulations", which stipulates that the performance evaluation standards, annual and long-term performance goals, and remuneration policies, systems, standards and structures of the Company's directors and managers shall be reviewed periodically, with reference to the usual level of payments in the industry. Employees' salary is determined by considering the Company's financial condition, operating performance and policies, as well as the duties, abilities and performance of the positions held to ensure competitiveness and motivation, Moreover, if the Company makes a profit in the year, 10%-16% of the profit shall be set aside as employee remuneration in accordance with the Company's "Articles of Incorporation.
♦ The Company has established the "Employee Performance Management Regulations" as the basis in determining employees' salary. The Company's salary policy is regularly reviewed with reference to the market salary level. In addition, various bonuses have been established in accordance with the "Employee Reward and Punishment Regulations" to reward employees for their performance at work. The relevant bonuses are also granted as year-end bonuses and performance bonuses depending on the company's annual operating performance, financial status, operational status and individual performance; with a corresponding salary adjustment mechanism. In 2021, an annual salary adjustment of approximately 3.5% has been made based on employee performance in order to achieve the purpose of rewarding employees.
♦ The company is committed not only to achieving substantial operational results but also to advancing governance comprehensively through management-level indicators and individual performance metrics. A well-structured reward mechanism has been designed, including Performance Bonuses : These are awarded based on employees' annual performance evaluations, aligning with corporate governance, overall operations, and sustainability goals. This approach fully reflects the correlation between effort and results.
♦ The company has established "Work Rules" that clearly outline the employee retirement plan. In accordance with the Labor Pension Act (New Pension Scheme), the company contributes 6% of each employee's monthly insured salary to their individual pension account, providing employees with a certain level of financial security for their retirement. Additionally, as stipulated by the Labor Standards Act, the company allocates a specified percentage of the total monthly salary of foreign employees as retirement reserves. These funds are managed by the Labor Retirement Reserve Supervisory Committee and deposited into a designated account at the Bank of Taiwan under the committee’s name.
In accordance with Article 23 of the Company's "Code of Coportate Giverance Practiew", the Board of Directors as a whole should possess the following competencies to achieve the desired objectives of corporate governance.
♦ Operational judgment ability.
♦ Accounting and financial analysis skills.
♦ Business management skills.
♦ Crisis management skills.
♦ Industry knowledge.
♦ International market perspective.
♦ Leadership skills.
♦ Decision-making ability.
In order to achieve the aforementioned objectives and enhance the effectiveness of the Board of Directors, the Company has established a policy on diversity of board members. In accordance with the provisions of the "Code of Corporate Governance Practices", Article 23, in addition to the fact that the number of directors who are also managers of the Company should not exceed one-third of the total number of directors, it is advisable to formulate an appropriate diversity policy with respect to its operation, business model and development needs, including but not limited to the following 2 major criteria:
♦ Basic requirements and values: gender, age, nationality and culture, etc.
♦ Professional knowledge and skills: Professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.
♦ The board of directors consists of 8 members, including 3 independent directors and 5 non-independent directors, independent directors account for 37.5% of the board, all of whom are esteemed professionals from industry and academia. The company values gender equality in the composition of the board. Currently, all board members are male, accounting for 100%. In the future, the company aims to increase diversity by securing at least one female board member position.
♦ Additionally, the current board members possess leadership and decision-making skills, crisis management capabilities, and insights into international market trends. Among them, the 3 independent directors have professional backgrounds in electronics, electrical engineering, and finance and accounting. Furthermore, the 5 non-independent directors also have expertise in electronics and electrical engineering, with extensive experience in business management and industry knowledge. They have also held key management positions in publicly listed companies.
Does the Company have a succession plan for Board members and key management?
Succession Plan of Board Members
The election of Directors is based on a candidate nomination system, and the shareholders will vote to elect the Board of Directors.
The Board of Directors is the highest governing body of the Company. Members of the Board should have professional backgrounds and skills, and the required expertise in the business of the Company, and have the ability to conduct business planning, operational judgment, accounting and financial analysis, crisis management, leadership and decision-making skills.
Succession Plan of Key Management
The successor of the Company's key management should possess professional ability, innovation, high execution, integrity and excellent work ability, as well as be active in their duties.
The Company has established a training program for supervisors and holds regular management meetings to develop management skills to enhance management capabilities in practice, and to organize an excellent management team to create benefits for shareholders and employees, and to run a sustainable business.
Operations of the Board of Directors and Key Management Levels
Regarding succession planning for the board of directors, the company develops senior managers to join the board, ensuring they become familiar with board operations and the business units of the group. Current CEO David Meng, after joining the management team, has successively led various operations centers and other business groups. He joined the board in 2010 and assumed the role of director.
Additionally, the company, through the Human Resources Department, has established a talent development mechanism and defined key positions. For succession planning of key management levels, the company not only identifies and selects potential successors but also integrates personal development plans with mentorship programs to effectively enhance succession capabilities and reduce the time required for transitions.
Does the Company make reference to international human rights conventions and formulate policies and management plans to protect human rights?
Human Rights Policy Statement
♦The company is committed to upholding the fundamental human rights of all employees and stakeholders and ensuring that personal privacy and data are fully protected. We adhere to international human rights standards, such as the Universal Declaration of Human Rights and the International Labor Organization Conventions, as well as local regulations, including the Labor Standards Act. We have established internal management measures and uphold the following principles:
Workplace Safety and Health
♦We comply with occupational safety and health regulations, continuously improving the work environment to prevent accidents, reduce workplace injury risks, safeguard employee safety, and promote physical and mental well-being.
Diversity and Equality
The company is dedicated to providing a respectful and safe working environment for employees, promoting diversity in employment, and ensuring fairness in compensation and promotion opportunities. We guarantee that employees will not face discrimination, harassment, or unequal treatment based on race, gender, sexual orientation, religion, age, political affiliation, or any other legally protected characteristic. To uphold this commitment, we have implemented the following measures:
- Established Workplace Sexual Harassment Prevention Measures : This includes complaint and disciplinary procedures, along with diversified grievance channels to protect employee rights.
- Respect for Different Nationalities and Cultural Customs : There have been no incidents of violations of labor or human rights.
Additionally, the company values employee diversity and cultural respect. As of 2024, employee-related data is presented in the table below. The company has not encountered any incidents of labor or human rights violations to date and will continue to take concrete actions to safeguard employees’ rights and well-being.
|
Category |
Total Number of Employees |
Percentage of Total Employees(%) |
Percentage of Total Employees in Managerial Positions (%) |
|
Taiwan Nationals |
47人 |
49% |
98% |
|
Foreign Nationals |
48人 |
51% |
2% |
|
Total |
95人 |
100% |
100% |
Core Objectives of the Human Rights Policy
♦Eliminate gender discrimination in the workplace.
♦Protect the rights and dignity of employees.
♦Provide a safe, healthy, and hygienic working environment.
Disclosure of Information and Communication Security Management Information
Information and Communication Security Risk Management Framework
In 2023, our company established the "Information Security Promotion Team" responsible for implementing information operation security management plans, building and maintaining an information security management system, and coordinating the formulation, execution, risk management, and compliance auditing of information security and protection policies. The Information Security Promotion Team is chaired by CEO, supervised by the MIS Department Manager and Chief Information Security Officer, with the CEO and Corporate Governance Officer as team members, and the Internal Audit Director as an observer.
Through annual management review meetings, the Information Security Promotion Team audits the results of information security risk analysis and the protective measures and strategies adopted by our company, ensuring the continued applicability, appropriateness, and effectiveness of the information security management system. At least once a year, the team reports on the effectiveness of information security management and the direction of information security strategy to the Board of Directors, with regular reviews and amendments.
Information and Communication Security Policy
To maintain the confidentiality, integrity, and availability of the company's information assets, and to ensure the security of user data privacy, the following objectives are to be achieved through the collective efforts of all our colleagues:
♦ Strengthen personnels awareness of information security. Employees should participate in information and communication security-related education and training to enhance the overall awareness of information security within the company.
♦ Protect the security of the company's business services to avoid unauthorized modifications and ensure their accuracy and completeness.
♦ Establish a business continuity plan for the company to ensure the sustained operation of our business services.
♦ Ensure that the execution of the company's various business services complies with relevant laws and regulations.
The company has implemented and established comprehensive information security management procedures and measures to reduce corporate information security threats from the system, technical, and procedural perspectives, creating an information security environment that meets customer needs and continuously improving it.
The company has constructed multi-layered information security defense mechanisms, continuously integrating new risk control technologies, and enhancing the efficiency of detection and response procedures for various information security incidents through intelligent/automated mechanisms. We also strengthen information security and cybersecurity protection processes to safeguard our critical assets.
Annually, the company engages renowned information security vendors to conduct system vulnerability scans and social engineering drills to continuously improve our information security management and defense capabilities.
The company periodically conducts information security training for all employees to enhance awareness of information security.
Specific Management Plans
To achieve the information security policy and objectives, and establish comprehensive protection, the management initiatives and specific management plans implemented are as follows:
♦ Enhancing Information Security Defense Capabilities: Regularly conduct vulnerability scans of the information security system and reinforce and repair them to reduce security risks. Establish a network security incident response plan and regularly carry out disaster recovery drills.
♦ Refining Information Security Management Procedures: Establish an information security policy, ensure employees comply with security regulations and follow SOPs, and continue to make improvements.
♦ Enhancing Network and Application Security: Implement systems for intrusion detection and application detection. Optimize security in segregated network areas and enable multi-factor authentication for account logins.
♦ Legal Compliance: The company has complied with relevant standards and regulations of information and communication security laws, serving as a method and reference for achieving various risk management objectives.
♦ Risk Control: Collaborate with international information security companies to conduct comprehensive information security check-ups through their professional services, using the objective results from third-party verification as the basis for advanced information security enhancement.
♦ Education and Training: Conduct regular and irregular information security education and training for all staff, or carry out social engineering phishing email tests, to enhance awareness of information security. Ensure the implementation of information security operations with the support of senior management and all departments, down to every employee.
♦ Collaborative Information Security Defense: Join the TWCERT information security defense organization.
Resources Invested in Information and Communication Security Management
Information security has become an important issue for the company's operations. The corresponding information security management initiatives and resource investment plans are as follows:
♦ Dedicated Personnel: There is a dedicated Information and Communication Security Officer and one specialized information security staff member responsible for the company's information security planning, technology implementation, and related audits, to maintain and continuously strengthen information security.
♦ Customer Satisfaction: No major information security incidents and no complaints about violations or loss of customer data.
♦ Education and Training: All new employees complete information security education and training courses before joining; a total of four social engineering phishing email tests are conducted this year.
♦ Information Security Announcements: More than twenty information security announcements are produced, conveying important information security regulations and precautions.
♦ Information Security Promotion Team Meetings: One team meeting is held on 2024/12/17 to report on the company's information security policy and information security initiatives at least once a year.
Intellectual Property Management Plan
To protect the valuable R&D, the company’s R&D team, led by the R&D supervisor in alignment with operational goals, carries out global patent strategies for each development project. The specific actions are as follows:
♦Patent Strategy: The company applies for patents for its R&D and ensures the completeness of patent protection.
♦Intellectual Property Management Guidelines: On December 26, 2024, the Board of Directors recommended the development of formal intellectual property management guidelines. These guidelines will align intellectual property management with the company’s operational goals, with annual updates on implementation reported to the board.
♦Trade Secret Management: All employees sign a "Service Agreement," which includes clauses on intellectual property ownership, confidentiality, and non-compete, reinforcing confidentiality awareness.
The company plans to continue developing and implementing intellectual property management strategies to protect R&D, enhance competitive advantage, and ensure sustainable business operations.