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次選單_05141公司治理

BOD and Committees

Board of Directors
(The term of office: 2023/06/30-2026/06/29)

The board of directors consists of seven directors with an outstanding professional background and full experience in the fields of the cable industry, finance, business and management. Independent directors: YUNG-JANE HSU, professor of the Department of Electronical Engineering, National Tsing Hua University and Mrs. LI-CHING WU.

The Board's primary duty is to supervise the company’s business and operation. The duty of the manage team consists of day-to-day operations, preparation of financial statements, fund raising and reinvestment activities. The authority of the Board has not superseded the legal responsibility of the Company's management.

Implementation of the Board Diversity Policy by Individual Directors Diversity Situation
Name Gender Nationality Education & Experience Age above 60 An employee of the
Company
Ability to Business
management
Ability to Leadership Knowledge of the industry Ability to perform accounting and
financial analysis
Independent directors' tenure:
less than 9 years
Chairman:HO,CHUN HSIEN Male R.O.C. National Chushan Senior High School(graduated) Director of Copartner Wire And Cable Co.,Ltd. V   V V V    
Director:WANG,SHIH TSUNG Male R.O.C. Chunghua High School(school noncompletion) Director of Copartner Wire And Cable Co.,Ltd. V V V V V    
Director:CHEN,HUNG YAO Male R.O.C. Shih Hsin University(graduated) Director of Copartner Wire And Cable Co.,Ltd. V V V V V    
Director:CHENG,CHIN HUNG Male R.O.C. Master degree in SCU MBA Chairman of Hongting Architecture Co., Ltd. Chairman of Belle Plus International Co., Ltd. Chairman of Lishan Construction Co., Ltd. V   V V V    
Independent Director:
HSU,YUNG JANE
Male R.O.C. Doctor Degree in Electrical Engineering, NTHU Chief in Institute of Electrics Engineering, NTHU Full time professor,Department of Electrical Engineering, NTHU       V V   V
Independent Director:
WU,LI CHING
Female R.O.C. Bachelor degree in NCKU BA Vice President of Copartner Technology Corp V     V V V V
Independent Director:
(Wait for by-election)
     


Functional committee
Member Name Audit Committee Compensation Committee
Independent Director WU,LI CHING
Independent Director HSU,YUNG JANE
Independent Director (Wait for by-election)
 

Audit committee:

The audit committee consists of three independent directors elected at our company's regular shareholders' meeting and calls the meeting at least once a quarter. The committee’s duty includes the following items: supervising the company's financial reports, engaging or dismissing certified public accountants and assessing their independence and performance, also assessing the effectiveness of the internal control system and reviewing the Company’s compliance with government law.

The main responsibilities are as follows:

  1. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
  2. Assessment of the effectiveness of the internal control system.
  3. The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
  4. Matters in which a director is an interested party.
  5. Asset transactions or derivatives trading of a material nature.
  6. Loans of funds, endorsements, or provision of guarantees of a material nature.
  7. The offering, issuance, or private placement of equity-type securities.
  8. The hiring or dismissal of a certified public accountant, or their compensation.
  9. The appointment and discharge of financial, accounting or internal audit officer.
  10. Annual and semi-annual financial reports that signed by chairman, president, accounting supervisor or accountant.
  11. Other material matters as may be required by the Corporation or by the competent authority.


Audit Committee's Key Focus for the Year 2023:

  1. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
  2. Completion of the assessment of the effectiveness of internal control systems.
  3. Reviewed the matters involving directors’ personal interest submitted to the committee in accordance with the law.
  4. Reviewed the major guarantees provided.
  5. Appointed 2023 CPAs and reviewed audit fees.
  6. Reviewed the 2022 Business Report and financial statements.
  7. Obtained the statement of independence issued by the accounting firm appointed as the basis for the assessment of the independent of CPAs.
  8. Other material matters as may be required by the Corporation or by the competent authority.


Compensation committee:

The Compensation Committee should perform its duties as a prudent person, and submit its suggestions to the Board of Directors for discussion.

The main responsibilities are as follows:

  1. Establishing and periodically reviewing the performance assessment standards, the policies, systems, standards, and structure for the compensation of the directors, supervisors, and managerial officers.
  2. Periodically assessing and establishing the compensation for the directors, supervisors, and managerial officers.


Succession planning for members of the board of directors and key management:

一、Succession planning and operational status of the board of directors' members :

  1. The appointment of directors follows the candidate nomination system outlined in the company's articles of incorporation and is conducted according to established procedures. Currently, both the corporate governance best practices principles and the procedure for election of directors specify that the composition of the board of directors should consider diversity. Policies promoting diversity are formulated with regard to the company's operations, business, and developmental needs.
  2. Currently, each member of the board of directors possesses management expertise related to industries relevant to the nature of the company, business, financial accounting, and necessary operational skills. The company ensures that each director attends a minimum of 6 hours of continuing education courses annually to ensure a high level of industry knowledge and ongoing learning. The composition of the board and the background experiences of its members will continue with the current structure and be further strengthened in the future.
  3. Regarding the succession planning for board members, currently within the Copartner Corporation, there are several key management who possess the necessary skills for corporate management planning and expertise in the business operations required to serve as directors. Additionally, the company could plan to recruit external professionals in the future as part of the succession planning for board members.

For independent directors, in accordance with legal requirements, they must have work experience in business, legal affairs, finance, accounting, or the company's business operations. We will appoint independent directors based on legal requirements and considering the diverse composition of the board to enhance corporate governance functions.

二、Succession planning and operational status of key management :

  1. Senior management at the level of assistant managers and above in our company are considered crucial for organizational operations and management responsibilities. Each management level has designated deputies. To nurture and develop these key management personnel along with their deputies, the company organizes internal and external training programs periodically. Participation in regularly scheduled internal strategic management meetings is also encouraged to enhance their professional capabilities, judgment, management skills, and problem-solving abilities. This approach aims to elevate the quality of the management team and prepare them as valuable professionals for the company's future needs.
  2. Our company conducts an annual employee performance assessment, evaluating and reviewing potential candidates for key management positions through regular observations and performance appraisals.



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