Board of Directors
TCI's Board of Directors Structure
Diversity, professionalism, and independence of the Board of Directors members in 2023.
In order to strengthen corporate governance and promote the sound development of the structure and composition of the Board of Directors, our company has implemented the 'Policy on Board Diversity' in accordance with our 'Corporate Governance Best Practice Principles'. The current Board of Directors of our company consists of 7 directors, which includes 4 directors and 3 independent directors. Members have backgrounds in accounting, finance, biotechnology, business, and management, possessing rich experiences and expertise across diverse fields. In addition, our company also places emphasis on gender equality in the composition of the Board of Directors. The target ratio for female directors is set at more than 25%. Currently, among the 7 directors, 2 are female, resulting in a ratio of 29%.
Furthermore, our company has established a 'Nomination Committee' and adopted a 'Candidate Nomination System'. All director candidates are nominated and vetted for qualifications by the 'Nomination Committee'. After approval by the Board of Directors, they are then presented to the shareholders' meeting for election. According to Article 20 of our 'Corporate Governance Best Practice Principles', directors should generally possess the knowledge, skills, and integrity necessary for their duties. To achieve the ideal objectives of corporate governance, the collective capabilities that the Board of Directors should have include:
1. Operational judgment capabilities
2. Accounting and financial analysis capabilities
3. Business management capabilities
4. Crisis management capabilities
5. Industry knowledge
6. Global market perspective
7. Leadership capabilities
8. Decision-making capabilities
The Board of Director of TCI Co. Ltd
| Title | Name | Gender | Education | Experience |
| Chairman | Yung-Chiang Investment Co., Ltd. Representative: Yung-Hsiang Lin |
Male | Bachelor Degree in Botany, National Chung Hsing University |
Chairman, TCI Co., Ltd. |
| Director |
Yang Guang Investment Co., Ltd. |
Female | Master’s Degree in Business Administration, National Taiwan University EMBA School of Professional Education and Continuing Studies, National Taiwan University |
Convener of Audit Committee and member of Remuneration Committee |
| Director | DyDo Group Holdings, Inc Representative: Tomiya Takamatsu |
Male | Bachelor of Economics, Kyoto University | President, DyDo Group Holdings,INC. Former: Director, Dydo Group Holdings,INC. |
| Independent Director | Shu-Min He | Female | Master's Degree in Accounting, National Taiwan University | Member of Remuneration Committee Member of Audit Committee and Nomination Committee Independent Director, Cal-Comp Precision Holding Co., Ltd. Former: Certified Public Accountant, PwC |
| Independent Director | Shih-Ming Li | Male | Bachelor degree of Medicine, National Defense Medical Center | Member of Remuneration Committee Member of Audit Committee and Nomination Committee Attending Physician, Department of Obstetrics and Gynecology, Chung Shan Hospital Head of Reproductive Center, Chung Shan Hospital Vice President, Chung Shan Hospital Former: Director of Obstetrics and Gynecology Department, Air Force General Hospital Head of Reproductive Medicine Center, Air Force General Hospital |
| Independent Director | Sung-Yuan Liao | Male | Ph.D., National Chung Hsing University | Member of Remuneration Committee Member of Audit Committee and Nomination Committee Former: Associate Professor, Department of Life Sciences, National Chung Hsing University |
| Independent Director | Chen-Yi Kao | Male | Ph.D. in Chemistry, Tufts University | Member of Remuneration Committee Member of Audit Committee and Nomination Committee Professor, Graduate Institute of Biochemistry, National Chung Hsing University |
Committee
Composition, responsibilities, and operational status of the functional committees
Audit Committee
The Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the company's accounting, auditing, reporting, and financial control practices. The Audit Committee is responsible for reviewing the Company’s: financial reports; auditing and accounting policies and procedures; internal control systems; material asset or derivatives transactions; material lending funds, endorsements or guarantees; offering or issuance of any equity-type securities; legal compliance; related-party transactions and potential conflicts of interests involving executive officers and directors; Ombudsman reports; fraud investigation reports; corporate risk management; hiring or dismissal of an attesting CPA, or the compensation given to it; and appointment or discharge of financial, accounting, or internal auditing officers.
Under R.O.C. law, the membership of the Audit Committee shall consist of all independent Directors. TCI’s Audit Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill its responsibilities. It has direct access to TCI’s internal auditors, the Company’s independent auditors, and all employees of the Company. The Committee is authorized to retain and oversee special legal, accounting, or other consultants as it deems appropriate to fulfill its mandate. The Committee meets at least once every quarter. Please consult TCI's annual report for the relevant year for the number of meetings convened and each member’s attendance rate.
The members of Audit Committee：
HE, SHU-MIN
LI, SHIH-MING
LIAO,SONG-YUAN
GAO,ZHEN-YI
Nomination Committee
The Nomination Committee aims to enhance the company's nomination system for the board of directors and various functional committees. On May 19th, 2017, the company's board of directors resolved to establish the "Nomination Committee". According to the organizational rules of the company's Nomination Committee, the committee is composed of at least three directors elected by the board, of which over half should be independent directors. Currently, the company's Nomination Committee is composed entirely of five independent directors. As stipulated by the organizational rules of the Nomination Committee, its duties include:
1. To establish criteria for the diversity and independence of expertise, skills, experience and gender required of board members, supervisors and senior managers, and to identify, review and nominate candidates for directors, supervisors and senior managers accordingly.
2. To construct and develop the organizational structure of the Board of Directors and committees, to conduct performance evaluation of the Board of Directors, committees, directors and senior managers, and to evaluate the independence of independent directors.
3. To establish and periodically review directors' continuing education programs and succession plans for directors and senior managers.
4. To establish Corporate Governance Practice Principles for the company.
5. For information regarding the convening of this committee's meetings and the attendance rate of each member, please refer to the company's annual reports or check the Public Information Observation Station.
Committee Members:
- LIAO, SONG-YUAN
- HE, SHU-MIN
- LI, SHIH-MING
- GAO, ZHEN-YI
- LIN, YUNG-HSIANG
The Company established the Nomination Committee to identify outstanding professionals. Shu-Min He, with more than 37 years of experience as a certified public accountant at PricewaterhouseCoopers Accounting Firm and extensive experience as an independent director in the industry, the Nominating Committee can review and nominate candidates for directors and senior managers based on the criteria of diversity and independence in terms of expertise, skills, experience, and gender required for board members and senior managers.
Remuneration Committee
To improve the remuneration system for directors, supervisors, and managers of the Company, hereby formulate the organizational regulations of the Remuneration Committee per the "Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange" for compliance.
Organizational Regulations of the Remuneration Committee
Members of the Compensation Committee:
| Title | Name | Education/Experience |
| Independent Director | GAO, ZHEN-YI | Ph.D. in Chemistry, Tufts University Associate Professor, Department of Life Sciences, National Chung Hsing University |
| Independent Director | LIAO, SONG-YUAN | Ph.D., National Chung Hsing University Associate Professor, Department of Life Sciences, National Chung Hsing University |
| Independent Director | LI, SHIH-MING | Bachelor degree of Medicine, National Defense Medical Center Head of Reproductive Center, Vice President, Chung Shan Hospital Head of Reproductive Medicine Center, Air Force General Hospital |
| Independent Director | HE, SHU-MIN | Master's Degree in Accounting, National Taiwan University Certified Public Accountant, PwC |
Information on the Policy, System, Criteria, and Structure for Performance Evaluation and Compensation of Directors and Managers:
In the 2022 fiscal year, topics discussed included the allocation of remuneration for directors and managers, managers' salaries, employee stock options, and year-end bonus distributions. All these items were thoroughly presented and explained by the head of the company's Human Resource Department. All members extensively discussed various aspects, such as performance evaluations, policies, systems, criteria, and structure. During the discussions in 2022, the conflict of interest avoidance mechanism was strictly observed. After the chairperson's inquiry, all attending members unanimously approved each item. All matters were then presented and approved by the board of directors.
Risk Management Committee
To establish a risk management mechanism and strengthen corporate governance, the company resolved in the Board of Directors meeting on May 6th, 2022, to set up the 'Risk Management Committee'.
On December 29th, 2021, the Board of Directors resolved to adopt the 'Risk Management Measures'. On August 5th, 2022, the Board of Directors resolved to adopt the 'Organizational Rules of the Risk Management Committee
Risk Management Scope, Organizational Structure, and Operation
The committee members are appointed by the Board of Directors, with a minimum of three members, with more than half being independent directors. Additionally, there must be at least one member possessing the necessary expertise required by this committee, and they must undergo regular risk management education. The risk management education occurs annually and includes a 3-6 hour training course. The term of the committee members coincides with the tenure of the appointed Board of Directors. The committee members shall exercise the care of a prudent manager, faithfully fulfilling the following responsibilities, and being accountable to the Board of Directors. They shall submit their proposed recommendations for discussion by the Board of Directors:
1. Reviewing risk management policies.
2. Examining the adequacy of the risk management framework.
3. Assessing significant risk management strategies, including risk appetite and tolerance.
4. Reviewing management reports on significant risk issues and supervising improvement mechanisms.
5. Regularly reporting to the Board of Directors on the implementation status of risk management.
Members of the Compensation Committee:
- LIAO, SONG-YUAN
- HE, SHU-MIN
- LI, SHIH-MING
- GAO, ZHEN-YI
- LIN, YUNG-HSIANG
Board of Directors Performance Evaluation
Evaluation Policy
The company has established the 'Board of Directors Self-evaluation or Peer Evaluation Method'. According to Article 3 of this method, the company's board should conduct an internal performance evaluation at least once a year. The internal evaluation of the board should be carried out at the end of each year, based on the evaluation procedures and criteria in Articles 6 and 8 for that year's performance. At the end of the 2022 fiscal year, the company conducted the annual performance evaluation and presented the 2022 directors' self-evaluation (including the board's and various functional committees' performance evaluations) to the board for review on March 30th, 2023. The effective operation of the board and its substantive guidance and oversight of the management department depend on the board's effective composition and division of duties, the chairman's leadership, member involvement, and continuous professional development. Therefore, based on the 'Board Performance Evaluation Method', the company refers to the example in Article 3, which states: 'The execution of the board's performance evaluation should be conducted by an external professional independent institution or an external expert team at least once every three years.' Additionally, TCI also conducts an internal performance evaluation at least once a year. Taiwan Corporate Governance Association(TCGA), with a vision to 'strengthen both internal and external mechanisms of Taiwan's corporate governance (including legal norms, professional standards, financial and market mechanisms, strengthening the functions of directors and supervisors, etc.)' and 'align with international practices', provides services related to corporate governance for listed companies, including guidance, training, evaluation, and assessment. In response to the increasing demand for board evaluation from listed companies, they introduced 'Board Performance Evaluation Services'. Therefore, our company arranged for the TCGA to conduct an external board performance evaluation on January 18th, 2022. Comprehensive reviews on the following related topics were conducted in December 2021, and the performance evaluation results were presented at the board meeting on March 22nd, 2022. The next external board performance evaluation is scheduled to take place in January 2025.
Evaluation Results of Board of Directors Performance within Excellent
1. Composition of the Board of Directors
2. Guidance from the Board of Directors
3. Authorization of the Board of Directors
4. Supervision of the Board of Directors
5. Communication of the Board of Directors
6. Internal Control and Risk Management
7. Self-discipline of the Board of Directors
8. Others (Board of Directors meetings, support systems, etc.)
Evaluation Data Review Period: December 01, 2019 to November 30, 2020
Video Assessment Panel:
Executive Member and Convener: Chen Fu-Wei
Executive Member: Kuo Rong-Fang
Assessment Director: Lu Shu-Man
Assessment Officer: Song Yi-Jing
On-Site Assessment Attendees from the Evaluated Company:
Chairman (General Manager): Lin Yung-Hsiang
Independent Director (Audit and Nomination Committee Convener): Liao Sung-Yuan
Independent Director (Remuneration Committee Convener): Kao Chen-Yi
Shareholder Services Manager and Spokesperson: Chiu Jun-Ying
Audit Manager: Ji Wei-Qiang
General Review and Recommendations from the Taiwan Corporate Governance Association:
The board performance assessment review team of this association is composed of independent and experienced executive members and commissioners. Based on the spirit of the eight review dimensions, the team referred to the open-ended questionnaire answered by your company, the various materials provided (the minutes of the board of directors and various functional committees convened during the assessment period), and public information. They also conducted online video interviews with related members. After the review team examined the data, communicated, and observed interactions online, they consolidated and presented the general reviews and recommendations as follows for internal use by your company, serving as a reference for subsequent planning, establishment, and strengthening of the board's functions.
Overall Review:
- 1. The Company, well before the Financial Supervisory Commission's "Corporate Governance 3.0 - Sustainable Development Blueprint" plan, established the "Nomination Committee" in 2015. The committee is chaired by an independent director and consists of the Chairman and 4 independent directors. It is responsible for "formulating standards for directors, supervisors, and senior managers, seeking, reviewing, and nominating candidates", "building and developing the organizational structure of the board of directors and various committees, performing performance evaluations, and assessing the independence of independent directors", "formulating and regularly reviewing director training programs and succession plans for directors and senior managers", and "formulating corporate governance guidelines". Moreover, with the board election coming next year, director candidates will be sought, reviewed, and nominated by the Nomination Committee. This demonstrates your company's proactive implementation of corporate governance systems to enhance board efficiency and create company value.
- Out of the 7 seats on the Company's board of directors, 4 are independent directors (including 1 female independent director), 1 female corporate representative director, and 1 strategic partner corporate representative director of Japanese nationality. The board showcases diverse nationalities and genders, which is beneficial for international business expansion. Additionally, directors possess expertise and practical experience in areas like business management, accounting, economics, biomedical science, and industry markets, ensuring the overall board composition aligns with the company's operational and strategic goals.
- Since 2018, the Company voluntarily compiled a Corporate Social Responsibility (CSR) report and set up a Sustainable Development Committee under the Chairman's Office, covering corporate governance, sustainable environmental promotion, social care, and enhanced information disclosure to reflect CSR. Furthermore, the sustainability officer reports to the board quarterly on implementation and future plans, effectively enhancing communication and holistic execution of the company's CSR strategies and actions.
- The Company's board has been relentless in overseeing sustainable development goals and strategy implementation. In environmental protection, in 2019, your company was recognized by The Green Organisation with the "Best Practice in Sustainable Environment" award for the theme "Integrating Three Elements of Sustainability in Health Products: Circular Economy, Renewable Energy, and Zero Carbon Emissions". The company was also invited to be the Global Green Ambassador for 2020. Moreover, the Company took the pioneering step to join RE100, committing to 100% green electricity use by 2030, genuinely showcasing your dedication and commendable achievements in the ESG domain.
Recommendations:
- While the Company has established a Sustainability Promotion Committee with a Risk Management group under it, in line with the "Corporate Governance 3.0 - Sustainable Development Blueprint," we suggest considering a structural reorganization. This would elevate the Risk Management group to a functional committee directly under the board of directors. Given the complex and dynamic international economic and industrial environment, this would enhance the assessment of significant investment and management decision-related financial risks, fortifying the board's supervision over major operational risks.
- An effective whistleblower mechanism is essential for direct linkage with the board (especially independent directors). It is recommended to set up a direct communication channel between stakeholders and independent directors, and disclose it on the company website. This allows employees, suppliers, and other stakeholders to directly or synchronously communicate with independent directors (Audit Committee). Also, consider planning a "Procedure for Reporting Significant Unexpected Incidents" to bolster the standards and process for related handling and reporting, ensuring all board members are promptly informed of significant incidents.
- Currently, under the "Investor Relations" section on the website, information related to the board, functional committees, corporate governance procedures, and other governance details are disclosed. Drawing from the "Corporate Governance 3.0 - Sustainable Development Blueprint" and Article 59 of the "Corporate Governance Practice Code for Listed Companies", it is advised to enhance the disclosure in the corporate governance section. Regular reviews and continuous updates will facilitate shareholders and stakeholders in their inquiries.
- While the Company has a "Compensation Committee" to assist the board in overseeing compensation functions, there are yet to be written "Director Compensation Procedures" and "Senior Management Compensation Procedures" approved by the board. The Compensation Committee should discuss and draft policies, systems, standards, structures, and performance evaluation systems and indicators for director and manager compensations. Regular reviews should be conducted to ensure alignment with the company's objectives and development strategies and effectively motivate the management team, contributing to sustainable operations.
Evaluation Results of Board of Directors Performance within Excellent
The company convened the Compensation Committee a total of 5 times in the year 2022:
2022.03.22: Attendees: Kao Chen-Yi, Liao Sung-Yuan, He Shu-Min, and Li Shih-Ming (represented by Liao Sung-Yuan).
2022.05.06: Attendees: Kao Chen-Yi, Liao Sung-Yuan, Li Shih-Ming, and He Shu-Min.
2022.08.05: Attendees: Kao Chen-Yi, Liao Sung-Yuan, He Shu-Min, and Li Shih-Ming (represented by Liao Sung-Yuan).
2022.09.30: Attendees: Kao Chen-Yi, Liao Sung-Yuan, Li Shih-Ming, and He Shu-Min.
2022.12.28: Attendees: Kao Chen-Yi, Liao Sung-Yuan, Li Shih-Ming, and He Shu-Min.
The overall attendance rate for all members was 90%. (Li Shih-Ming was represented by Liao Sung-Yuan on two occasions.)
| Date | Agenda Content | Resolution Result |
| 2022.3.22 | Item 1: Distribution of 2021 employee and director remuneration for the company. Item 2: Matters related to the salary of the company's executives. |
After addressing conflicts of interest, the chairman inquired and all attending members unanimously approved the proposal |
| 2022.5.6 | Item 1: Explanation for the distribution of 2021 employee and director remuneration for the company. | After addressing conflicts of interest, the chairman inquired and all attending members unanimously approved the proposal. |
| 2022.8.5 | Item 1: Proposal to approve the list of stock option holders (executives of controlling or subsidiary companies) for the 1st stock option certificate of Maxigen Biotech Inc. for the year 110. | After addressing conflicts of interest, the chairman inquired and all attending members unanimously approved the proposal. |
| 2022.9.30 | Item 1: Matters related to the salary of the company's executives. | After addressing conflicts of interest, the chairman inquired and all attending members unanimously approved the proposal. |
| 2022.12.28 | Item 1: Matters related to the distribution of annual bonuses for the company's executives for the year 2022. |
Operation of the Risk Management Committee in 2022
On December 28, 2022, the Board of Directors resolved to establish the company's risk management plan for 2023 and appoint a new chairperson (convener) for the Risk Management Committee.
Scope of Risk Management
Intellectual Property Management Plan Linked to Operational Goals and its Annual Implementation Status
Report on the implementation status of the Intellectual Property Management Plan to the Board of Directors (once a year). Date of report to the Board in 2022: December 28, 2022.
Board of Directors' Supervision on Sustainable Development
The implementation status for 2022 was reported to the Board of Directors on December 28, 2022.
Professional Development Information for Directors and Managers
Board of Directors' Training
Board of Directors Succession Plan
The succession plan and implementation status of the Board of Directors and key management
Personnel were reported to the Board of Directors on December 28, 2022.
To establish a good corporate governance system, TCI established a nomination committee in 2016, and the nomination committee prepared a reference list of board members and senior managers. The implementation of the succession plan for the Board of Directors and senior managers shall be reported to the Board of Directors at least once a year. In accordance with the Corporate Governance Practice Principles, we have implemented a policy of diversifying our Board of Directors. Currently, there are seven directors (including four independent directors) with diverse backgrounds (including two female directors), complementary industry experience, and professional abilities in operations management, finance and accounting, and more than half of our directors are not employees or managers. In the future, the composition of the company's Board of Directors and the background of its members will continue to be the same. The results of the Board of Directors' performance evaluation for each year will be provided to the company's nomination committee for reference in the nomination of directors for reappointment.
Regarding the Board's succession planning, the company cultivates senior managers to join the Board, familiarizing them with board responsibilities, operations, regulatory compliance, and the business of each group center. This is achieved through job rotations to deepen their industry experience. At present, the group has several top management talents who have completed relevant education and training, ensuring a rich talent pool for future director positions. Considering diversification, directors who are also company managers will not exceed one-third of the total board seats, and there will be a focus on diverse gender backgrounds, equipped with the necessary knowledge, skills, and qualities for their roles.
For the succession planning of key management levels, apart from identifying and selecting potential successors, a systematic talent reserve management mechanism is employed. The readiness of each reserve candidate is reviewed annually, with senior executives and HR managers jointly devising and implementing training programs. This includes sending employees on assignments to affiliated companies, undertaking project tasks, cross-departmental job rotations, arranging business management courses, combined with personal development plans and mentorship systems, to effectively enhance their succession capabilities and shorten the succession period. Successors must not only possess excellent work capabilities and decision-making judgment, but also innovation skills. Their character traits must include integrity, responsibility, and other key qualities.
| Item | Number of people |
| Board of Directors' responsibilities and compliance Course | 6 |
| Secondment to a related company as a senior manager | 4 |
| Management level interdepartmental job rotation | 50 |
| Business management related training | 32 |
| Number of Total | 50 (5.7% of total employees) |
Board of Directors' Training
Board of Directors Succession Plan
The company's corporate governance is led by the Chairman's Office, with Mr. Stanley Huang serving as the dedicated corporate governance professional. Based on our company's management structure, he is equivalent to a manager recognized by the Securities and Futures Commission of the Ministry of Finance, as stated in their document dated March 27, 2003, with the reference number 0920001301. Mr. Stanley Huang has over ten years of experience in public companies, managing legal matters and board affairs. The business execution details for 2022 are as follows:
1. Assisting both independent and regular directors in their duties and providing necessary information: Regularly notifying board members about the latest legislative and regulatory developments related to the company's business domain and corporate governance.
2. Providing company information required by directors and ensuring smooth communication between directors and various business heads.
3. Arranging courses for independent and regular directors based on the company's business needs and the directors' education and experience.
4. Assisting the board, audit committee, and shareholders' meetings with procedural and legal compliance: Confirming whether the convening of the company's board, audit committee, and shareholders' meetings aligns with relevant laws and corporate governance norms.
5. Reviewing major resolutions from various meetings to ensure the legality and accuracy of significant information disclosures, ensuring information parity for investors.
6. Drafting agendas for the board and audit committee, notifying directors seven days in advance, convening meetings, providing meeting materials, reminding beforehand if conflict-of-interest issues arise, and completing minutes within twenty days after the meeting.
7. Legally handling the pre-registration of shareholders' meeting dates, producing meeting notifications, procedural manuals, and minutes within the statutory deadline, and managing registration changes after charter amendments and director elections.
Professional Development Implementation for the Dedicated Corporate Governance Personnel
| No. | Training Institution | Course Name | Training Date | Training Hours | |
| 1 | Corporate Operating and Sustainable Development Association | How the Board of Directors Implements Corporate Social Responsibility and Corporate Governance | 2022.12.21 | 3.0 | |
| 2 | Corporate Operating and Sustainable Development Association | Corporate Social Responsibility and Proxy Risk Control | 2022.12.21 | 3.0 | |
| 3 | Corporate Operating and Sustainable Development Association | Capital Market Operations and Privatization M&A Transactions in the Biotech Industry | 2022.12.28 | 3.0 | |
| 4 | Corporate Operating and Sustainable Development Association | Risk Management of Significant Corporate Transactions | 2022.12.28 | 3.0 | |
Whistleblowing Channel
TCI is committed to maintaining an honest and transparent corporate culture and promoting sound business operations. And also, we do not retaliate against any individual who in good faith reports an actual or potential violation of these rules or participates in an investigation of any reported violation.
Contact Information: Mr. Stanley Huang
Email：Stanley.Huang@tci-bio.com
Important Management Methods
Management Methods
Incorporation-related Principles
Important management methods
- Articles of Incorporation
- Corporate Governance Practice Principles
- Ethical Corporate Management Best Practice Principles
- Codes of Ethical Conducts for Board of Directors and Managers
- Procedures for Ethical Management and Guidelines for Conduct
- Board of Directors' Self-Evaluation or Peer Evaluation Regulations
- Regulations on Prevention of Insider Trading and Management of Internal Material Information
Enterprise Risk Management
- Legal Risk Management Plan
- Audit Risk Control Repor
- Organizational Rules of the Risk Management Committee
- Risk Management Procedures
Tax Policy
- Consider tax impact during the Company's major decision making.
- Comply with applicable laws and regulations in different regions.
- Provide transparent financial reporting in accordance with applicable regulations.
- Enhance tax risk assessments through the operation management.
- Establish mutually trust and respectful relationships with tax authorities.
Ethical Corporate Management Policy
Integrity is the highest principle of corporate governance at TCI, and the company has zero tolerance for corruption, misconduct, and bribery. All of TCI's employees and directors follow the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, and other relevant regulations, and formulated the Integrity Management Code, the Code of Ethical Conduct for Directors and Managers, the Integrity Procedures and Conduct Guidelines, and the Regulations on Prevention of Insider Trading and Management of Material Internal Information to adhere to high professional, ethical standards.
In 2022, TCI did not receive any warnings or fines from relevant government agencies for violating corporate governance, labor and environmental protection laws and regulations, nor did TCI's managers violate insider trading laws or receive complaints from customers for violating customer privacy. Hence, TCI Co. Ltd.'s Customer Satisfaction reach to 92.1%, which in the coverage of 68% revenues.
1. The company revised the Ethical Corporate Management Best Practice Principles and the Procedures for Ethical Management and Guidelines for Conduct regarding the Listed Companies' Ethical Corporate Management Best Practice Principles and the Procedures for Ethical Management and Guidelines for Conduct. It released the aforementioned Ethical Corporate Management Policy on the company's official website.
2. On April 30, 2020, the company's Board of Directors approved a revised version of the Ethical Corporate Management Best Practice Principles.
Specific Implementation for the Year 2022
May 6, 2022 (Board Meeting for Q1 2022 Financial Report) Training Topic:
Directors and Insiders Must Not Trade Stocks During Closed Periods (Part 1)
Announcement made on: April 13, 2022 Prohibition on stock trading from April 20, 2022, to May 6, 2022
Participants:All directors and insiders
Duration: 1 hour
August 5, 2022 (Board Meeting for Q2 2022 Financial Report) Training Topic:
Directors and Insiders Must Not Trade Stocks During Closed Periods (Part 2)
Announcement made on: July 11, 2022 Prohibition on stock trading from July 14, 2022, to August 5, 2022
Participants: All directors and insiders
Duration: 1 hour
November 11, 2022 (Board Meeting for Q3 2022 Financial Report) Training Topic:
Directors and Insiders Must Not Trade Stocks During Closed Periods (Part 3)
Announcement made on: October 7, 2022 Prohibition on stock trading from October 27, 2022, to November 11, 2022
Participants: All directors and insiders
Duration: 1 hour
Explanation of Integrity Management Education and Training for Enterprises
The legal department is responsible for promoting corporate integrity management in our company. The promotion of corporate integrity management implementation is reported to the board annually. The reporting date for 2022 to the board was: December 28, 2022.
Course Arrangement:
A preventive training session on insider trading was held on July 22, 2022. A training session on trade secrets was held on December 27, 2022. These trainings aim to provide all group employees with a comprehensive understanding of legal compliance and underscore the importance of corporate integrity.
|
Course Categor |
Type | Course Name | Instructor | Date |
Time | Training Hours | Attendees | |
| Law | Digital | 2022 Insider Trading Prevention | Stanley Huang and Xu Weiting | 2022.7.22 | 17:00-18:00 | 1.0 | 225 | |
| Law | In-person | Business Secrets Training Course _TCI ONE |
Stanley Huang and Xu Weiting | 2022.12.27 | 12:30-13:30 | 1.0 | 243 | |
Timeline for the Establishment and Amendments of the Corporate Governance Practice Code
Established on January 17, 2014.
First amendment on January 19, 2015.
Second amendment on April 7, 2017.
Internal Audit Management
Internal Audit
The purpose of the Company’s internal audit is to assist the Board of Directors and Manager in examining and reviewing possible deficiencies in the internal control system and measuring the effectiveness and efficiency of operations, and to provide timely recommendations for improvement to ensure the continuous and effective implementation of the internal control system and to serve as a basis for reviewing and revising the internal control system.
Appointment, dismissal, evaluation, and remuneration of internal audit personnel
The appointment, dismissal, evaluation, and remuneration of the Company's internal audit personnel are submitted to the Audit Committee for approval and to the Board of Directors for resolution per Article 14-5 of the Securities and Exchange Act. In addition to the relevant laws and regulations, the Company’s Audit Committee and Renumeration Committee are governed by the Company's organizational procedures.
Report on the Separate Communication between Independent Directors and Auditors in 2022
The independent directors and auditors of our company conducted 4 communication sessions in 2022. The communication report was signed on behalf of the Audit Committee by the convener of the independent director, Mr. Liao Sung-Yuan, and is available for reference at PricewaterhouseCoopers Taiwan.
The dates and major topics of the 4 communication sessions in 2022 are as follows:
March 22, 2022: Approval of the company's 2021 annual business report and financial statements.
May 6, 2022: The company's consolidated financial report for the first quarter of 2022.
August 5, 2022: The company's consolidated financial report for the second quarter of 2022.
November 11, 2022: The company's consolidated financial report for the third quarter of 2022.
All of the above matters were acknowledged, and all independent directors approved without objection.
Report on the Separate Communication between Independent Directors and Auditors in 2022
Communication meeting between independent directors and the audit unit.
Date: August 5, 2022 (Friday, 2:00 PM)
Location: 8th-floor conference room, Taipei headquarters.
Attending Independent Directors: Liao Sung-Yuan, Kao Chen-Yi, Li Shih-Ming, and He Shu-Min.
Purpose: Guidance and recommendations of independent directors on internal audit work.
Report by the Audit Supervisor:
1. Implementation of the 2022 audit plan and key points of the audit.
2. Report on the key objectives of the 2022 audit implementation.
Recommendations from Independent Directors:
Regularly report significant audit findings during the period to the independent directors through communication meetings.