Index > Corporate Governance > Overview
Overview
The Company emphasizes shareholders' equity and believes a sound and efficient Board of Directors is the foundation of good corporate governance. Therefore, it was authorized by the Board of Directors to establish the Audit Committee and Remuneration Committee, respectively, to assist the Board in fulfilling its oversight responsibilities. The Audit Committee and Remuneration Committee were comprised entirely of independent directors.
 
Operational Status of the Corporate Governance Unit

The Company has deployed Corporate Governance personnel, who are assumed by the staff of the Finance and Administrative Management Department, to handle the discussion and management of the functional committee, the board of directors and the general shareholders meeting and to promote corporate governance-related matters in accordance with the law. At present, Vic President with more than three years of experience in financial and accounting, stock affairs and administration work are the conveners to supervise the company's implementation results. Implementation:

1. Assisting the Board of Directors, functional committees and the Shareholders’ Meeting to implement affairs required by laws
(1) Prepare the meetings for the Board of Directors, functional committees and the Shareholders’ Meeting, draft the agenda, issue the meeting notices seven days ahead, provide the documents for the meetings, and prepare the meeting minutes.
(2) Issue the material information regarding the resolutions of the Board of Directors, to ensure the content of such material information is law-compliance and accurate, for the benefits of the shareholders.
(3) Handle the registrations before the Shareholders’ Meeting as required by laws, produce the meeting notices, handbook of the Shareholders’ Meeting, minutes, and the annual reports in the mandatory period.

2. Provide the information needed by the directors for fulfilling their duties
(1) Provide the latest laws and regulations related to the operating business to the directors, to fully grasp the latest information of the corporate governance.
(2) Provide the information of further education, seminars, and corporate governance seminars, and arrange the on-job training for the directors.
(3) Provide the information needed by the directors for maintaining the smooth communications and interactions with the executives.
(4) Where the independent directors in need of meeting the head internal audit and the appointed CPAs respectively on the basis of the codes of corporate governance, arrange the related meetings.

3. Maintain the investor relationship
(1) Participate the investment forum from time to time, and establish the investment service platform to establish diversified channels for communications.
(2) Update the official webpages from time to time, to cause the investors to understand the information related to the finance, business, and corporate governance, to ensure the benefits of the shareholders.

4. Promotion of the matters related to corporate governance
(1) Purchase the director’s liability insurance for the directors, to enhance the protection to the benefits of the shareholders.
(2) Add or amend the corporate governance procedures accommodating the amendment of laws and regulations and the needs of the business.

 
Ethical Corporate Management
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 Company is promoted by the Investor Relations Department of ethical corporate management in accordance with the " Ethical Management Best Practice Principle".
Education and training held when new colleagues for registration, the integrity policy is promoted in routine executive meetings and business meetings, and multiple communication channels are established to strengthen policy promotion, and through internal audit mechanisms, regular checks are made for violations of integrity, effective supervision and prevention system. Employees can also communicate with various management levels through channels. The Company’s website has a platform for reporting violations. In 2020, there were zero valid cases of direct employee reports and external reports, and no major unethical behavior occurred.
The Company organizes education and training in order to strengthen integrity and ethical standards. Education and training held when new colleagues for registration, publicity in routine executive meetings and business meetings, etc., courses on compliance with integrity management regulations, occupational safety and health management, and internal control systems, totaling 24 sessions, 312 Participants, including 6 courses, 72 person-times, promoted the specific practices of integrity management.
 
Internal Policy Implementation Specifics
Establish and expose internal rules for insiders to prohibit insider trading
The Company has established “Rules and Procedures on insider trading before disclosure”, “Rules and Procedures on Handling Internal Material Information” and “Code of Ethics”. The Company prevents insider trading by controlling key points in its operations, which prevents Company insiders from exploiting non-public information to trade securities.
Implementing of Rules and Procedures
>Directors
When dismissing directors, the Company provides directors' regulations and publicity manuals, and at any time explain to directors related regulations such as communication insider trading and short-term trading. Every year when planning a director’s training plan, arrange education and publicity courses to prevent insider trading and related laws and regulations. The courses completed in 2020:

Date

Course Name

June 29, 2020

Directors and supervisors (including independent) practice advanced seminar-
legal issues that should be paid attention to by the directors and supervisors of
public offering companies

October 20, 2020

Board of directors’ performance and effectiveness evaluation

September 30, 2020

Annual Prevention of Insider Trading and Insider Equity Trading Publicity
Seminar in 2020
 
>Managers and employees
When the manager takes up the position of insider, the company provides the relevant laws and regulations on the change of insider’s equity. Provide education and advocacy in a timely manner within three months of employment.
The company through the TMS online education training system, In 2020, the Company held training on preventing insider trading for all employees. 106 people passed, and 85% of the training was completed.
 
Information Security
Information security risk management framework
Adopt PDCA (Plan-Do-Check-Act) cyclic management to ensure the achievement of reliability targets and continuous improvement.
Information security policy and management plan
A. The information security management mechanism includes the following three aspects:
   (a) Regulations:
         Formulate the company's information security management system to standardize personnel operations.
   (b) Application of technology:
         Build information security management equipment and implement information security management measures.
   (c) Employee training:
         Conduct information security training to enhance the awareness of information security of all employees.
B. The management measures are described as follows:
   (a) Regulations:
         The company has established information security regulations to strengthen the information security management and the Company’s Employees shall be conducted in accordance with the regulations. The relevant systems are regularly reviewed every year whether they are in line with the changes in the operating environment and adjusted in time according to needs. Internal audits, accountant information audits, and ISO external audits are carried out on a regular basis every year to strengthen the management of the company's confidential information.
   (b) Technology application:
         In order to prevent various external information security threats, in addition to adopting a multi-layer network architecture design, the company has also built various information security protection systems to enhance the security of the overall information environment.
   (c) Employee training:
         The company implements information security education and training practical courses for new recruits and builds an online education training system (TMS) to improve employees’ information security knowledge and professional skills.
C. In order to improve information security management, the manager of the information department regularly reports to the board of directors on the results of information security implementation. The information security governance report and results were filed in the 5th term of the 9th session of the board of directors on December 10, 2020.
D. The operating assets such as servers, network equipment and other information equipment are signed on a regular basis every year for maintenance and spare parts contracts, and through security monitoring operations to avoid theft or malicious damage. In view of the fact that information security insurance is a new type of insurance, considering the comprehensive effects of insurance coverage, claim coverage, claim assessment, and qualification of forensic agencies, the company will not take out information security insurance temporarily after evaluation.
However, in response to the challenges faced by information security, such as APT advanced continuous attacks, DDos attacks, ransomware, social engineering, theft of funds and other information security issues, the following strategies have been adopted:
   (a) In accordance with the company's information security policy, we pay attention to changes in the information environment every year and refer to technical literature and periodicals to formulate information security protection mechanisms and plans.
   (b) Regularly perform security testing, information communication safety and health diagnosis, social security and information security incident rehearsal, strengthen the employees' awareness of information security crisis and information security handling personnel's responsiveness, so as to prevent in advance and effectively detect and prevent proliferation in the first time.
Information security management measures
 
董事會成員及重要管理階層之接班規劃及執行情形
董事會成員之接班規劃
本公司目前董事共7名(含獨立董事3名),皆具備商務、財務會計或公司業務所須之經營管理專長。董事會成員規劃方面,多年來以公司治理、企業傳承的角度經營本公司,在審查董事產業經驗(如財務金融、電子科技、生產製造及資產管理等)及專業能力(會計、法律、資訊科技、行銷管理及風險管理)時,係有多方面向考量;本公司定期執行內部董事會績效評估,評估結果則作為遴選或提名董事時之參考依據。
重要管理階層之接班規劃
為因應未來管理階層之培育及傳承需求,規劃潛力人才及領導人之培育機制,公司於109年11月6日董事會通過由執行副總經理黃林鍾擔任總經理一職,為本公司持續積極培育之高階經理人。另本公司處級以上員工為重要管理階層及接班人選,持續就具有潛力之人才,予以訓練培養並依發展策略、各項投資計劃及員工離退狀況,進行關鍵人才部門輪調進而達成傳承功效。
 
智慧財產管理計畫及執行情形
為建立產品競爭優勢,提高企業獲利,並避免侵權而使企業蒙受損失,本公司制定智慧財產權管理制度,有效連結研發資源及業務擴展需求,協助企業穩固獲利基石。
智慧財產管理計畫
1. 強化智財知識與認知:對公司業務涉及之智財權進行教育訓練。
2. 智財保護與控制損失:公司專利之申請、取得、維護與運用。
3. 避免智財爭議與增加防衛:不定期進行公司產品之專利檢索、分析、檢討。
4. 智財與營運整合:設定中長期智財目標並連結營運策略與發展。
5. 智財競爭策略與創造營收:公司發展與智財目標結合,創造最大智財收益。
智慧財產保護措施
1. 專利:訂定專利管理辦法鼓勵技術研究發展,使專利之申請、使用、保護、授權、移轉及教育訓練有所遵循。
2. 商標:於台灣、中國、韓國及美國等地註冊商標,並與經銷商及供應商簽訂合約或商標使用協議書規範商標使用之範圍。
3. 營業秘密:
(1)與員工簽訂聘僱合約書明訂相關保密義務。
(2)使用Web-ISO 及Flowmaster 等系統針對研發、生產、品管等流程管理應予以文件化,並加以紀錄文件的取得、使用、發佈等。
4. 著作權:尊重著作權法,不使用盜版之軟體,2021年編列軟體授權預算新台幣57萬元。
執行情形
1. 智慧財產相關事項已提報109年12月10日第九屆第5次董事會進行報告,截至109 年12 月31 日止申請件數共93件,其中已核准之「發明」專利37件、「新型」專利31 件、「設計」專利4 件,共計72 件;審查中之專利17件。

2. 109年度申請之專利共10件,已核准之專利2件;審查中之專利8件。