GOVERNANCE · FUNCTIONAL ORGANIZATION
Functional committees & organization
An audit committee, remuneration committee, risk-management group and ESG steering group support the board in oversight and sustainable management.
Audit Committee
Composed of all independent directors under the Securities and Exchange Act, the committee meets at least once each quarter.
- Adoption and amendment of the internal control system, and review of its effectiveness.
- Procedures for acquiring or disposing of assets, derivatives trading, lending, endorsements and guarantees.
- Matters involving directors' conflicts of interest, and major asset or derivatives transactions.
- Appointment, dismissal, remuneration, independence and competence of the certifying CPA.
- Appointment and removal of finance, accounting or internal-audit officers, and the annual financial report.
Remuneration Committee
Three members appointed by the board, meeting at least twice a year, periodically review the committee's charter and evaluate the performance of directors and managers to set their remuneration.
- Members: Hung Pei-chun (convener), Shih Ping-chuan, Wu Ying-te.
Risk Management Group
Adopted by the board in November 2021, the Risk Management Policy and Procedures are the company's highest guiding principle for risk. The group is convened by the president, with functional heads as members, and reports to the board once a year.
- Scope covers hazard, operational, financial, strategic, compliance, contractual, information-security and other risks.
- The board and audit committee approve and oversee policy; the audit office plans audits from risk assessments.
- Functional units assess the likelihood and impact of each risk and implement the necessary measures.
ESG Steering Group
Convened by the president, the ESG steering group helps management drive sustainable development across three dimensions.
- Environmental responsibility: green education and a low-carbon transition.
- Social responsibility: educational equity and intergenerational inclusion.
- Governance responsibility: stronger internal governance and a sustainable foundation.
Corporate Governance Officer
By board resolution on 6 August 2024, Lo Hsiang-yi was appointed the company's Corporate Governance Officer, responsible for governance-related affairs.
- Handle board and shareholders' meeting matters in accordance with the law.
- Prepare minutes of board and shareholders' meetings.
- Assist directors with onboarding and continuing education.
- Provide directors with the information needed to perform their duties, and help them comply with laws and regulations.
- Report the results of reviewing independent directors' qualifications at nomination, election and during their term.
- Handle matters relating to director changes, and other matters set out in the articles or contracts.
Officer's 2025 continuing education & work focus
- Completed the required 12 hours of CPD in 2025: corporate governance & securities law (3h) and sustainability-disclosure practice for listed companies (9h).
- Convened the annual general meeting and board meetings.
- Reviewed independent directors' qualifications for compliance with the relevant rules.
- Notified insiders, 30 / 15 days before financial-report announcements, of the prohibition on trading during the closed period.