Copyright © 2024 Advanced Power Electronics Corp., Ltd
Overview
The Company has set a corporate governance code of practice, for the protection of shareholders’ rights, to strengthen the functions of the Board of Directors, respect the interests of stakeholders, implement the promotion of sustainable development to ensure the company's sustainable operation, and strives to establish effective corporate governance frameworks:
A. Execution Principles
The Company attaches great importance to corporate governance and handles it in accordance with the following principles, with a view to implementing corporate governance:
1.Timely disclosure of important material information.
2.A healthy balance and interaction between management and the Board of Directors.
3.Maintain a certain ratio of Independent Director representation.
4.Establish functional committees to assist the Board in fulfilling its oversight responsibilities.
5.Specific and clear dividend policies.
6. Pass shareholder meetings on a one agenda by one agenda basis, and incorporate electronic voting to uphold shareholder rights.
7.Adhere to Company governance guidelines, uphold the principle of management integrity, and implement internal audit controls.
B. Corporate Governance Implementation
Three committees are formed under APEC's corporate governance framework, the Audit Committee and Compensation Committee and Nominate Committee.
1.Audit Committee
The Company formed the Audit Committee on June, 2014, replacing supervisors. The Audit Committee adheres to the Company's " Organizational Regulations of Board of Directors Audit Committee " in order the fulfil the core Company's governance values. The main functions of the committee are as follows:
a、Fair presentation of the financial reports of the Company.
b、The hiring (and dismissal), independence, and performance of certificated public accountants of the Company.
c、The effective implementation of the internal control system of the Company.
d、Compliance with relevant laws and regulations by the Company.
e、Management of the existing or potential risks of the Company.
2.Compensation Committee
The Company formed the Compensation Committee on December 2011, in order to improve the remuneration system for directors and managers and implement the spirit of corporate governance, and adhering to the " Organizational Regulations of Board of Directors Compensation Committee ".
3.Nominate Committee
The Company formed the Nominate Committee on November 2022, in order to improve the functions of the company's board of directors and strengthen the management mechanism, implement the spirit of corporate governance, and adhering to the " Organizational Regulations of Board of Directors Compensation Committee ".
C. Corporate Governance、Ethical Corporate Management and Status of Fulfilling Sustainable Development
1.Corporate Governance
The Company has deployed Corporate Governance personnel, who are assumed by the staff of the Finance and Administrative Management Department, to conducted matters relating to of the Audit Committee, the Compensation Committee, the board of directors and the general shareholders meeting, recorded minutes of Board Meetings and Shareholder Meetings, assisted in the matters of director appointment and profession enhancement, provided directors with related information required in conducting business, assist directors in compliance with laws, and regularly conduct performance evaluation pursuant to the rules for “Board of Directors Self-Assessment of Performance”. The Company’s board of directors has appointed the supervisor for Corporate Governance in May 2023.
2.Ethical Corporate Management and Status of Fulfilling Sustainable Development
The Company has enacted the " Ethical Management Best Practice Principles." Its formulation and amendments were approved by the Board of Directors. It clearly stipulates that the directors, managers and employees of the company should abide by laws and regulations and prevent dishonest behaviors in performing business.
In the " Ethical Management Best Practice Principles", the Company specifically regulates the handling procedures for various violations of integrity and the assessment mechanism of the risk of dishonest behaviors, analyzes and evaluates the business activities with higher risks of dishonest behaviors in the business scope, and in accordance with this Principles. Formulate the " Measures for Reporting Cases of Illegal, Unethical or Dishonest Behavior", set up reporting and appeal channels and accepting and appealing units, and the accepting unit must have no interest in the case in order to implement the prevention of untrustworthy behavior.
The President serves as the convener of ESG unit, and the Investor Relations Department is a part-time unit for ESG. Implementation unit is formed by Human Resources Administration Department, Operations Division, Quality Assurance Division, and Sales Division. The board of directors provides guidance on environmental, social and corporate governance issues. Arrange twice meetings of a year to report the implementation results to the senior management and the board of directors. The Corporate Governance Implementation Status has reported to the Board of Directors on January 11,2022 and November 1, 2022, respectively.
Ethical Corporate Management Implementation Status in Year 2022
Continuing Education of the Company in Year 2022
Commitment
Promoting