Based on Regulations for the Establishment of Internal Control Systems by Public Companies, HTC takes into consideration the overall operational activities of itself and its subsidiaries in establishing an effective internal control system, and reviews it regularly, in order to keep up with changes in the environment and ensure that the design and enforcement of the system remain effective.
The Board of Directors and the management review the result of the internal control self-inspection conducted by each department and reports from the Internal Audit Department at least annually. Audit Committee also pay attention to and exercise oversight over this matter.
HTC executives pay special attention to the Internal Audit Department and its personnel and fully empower them to conduct audits, evaluate the internal control system and assess the efficiency of operations to ensure that such a system can be carried out on a continuous basis and can assist the Board of Directors and management to perform their duties effectively so as to ensure a sound corporate governance system.
In November 2019, the board of directors of the company passed the director performance evaluation method to improve the function of the board of directors. Regular annual performance evaluations are conducted for the overall board of directors, individual directors, the audit committee and the remuneration committee, and self-assessment using questionnaires.
The performance evaluation items of the company's board of directors include the following five aspects: 1. Participation in company operations 2. Improving the quality of board decision-making 3. Board composition and structure 4. Director selection and continuing education 5. Internal control.
The measurement items for the performance evaluation of individual directors of the company include the following six aspects: 1. Mastery of the company's goals and tasks 2. Director's responsibilities cognition 3. Participation in the company's operations 4. Internal relationship management and communication 5. Director's professionalism and continuing education 6. Internal control.
The measurement items of the company's audit committee performance evaluation include the following five aspects: 1. Participation in the company's operations 2. Recognition of the audit committee's responsibilities 3. Improvement of the audit committee's decision-making quality 4. Audit committee composition and member selection 5. Internal control.
The measurement items for the performance evaluation of the company's compensation committee include the following four aspects: 1. Participation in the company's operations 2. Recognition of the compensation committee's responsibilities 3. Improving the decision-making quality of the compensation committee 4. The composition and selection of members of the compensation committee.
The company has completed the self-assessment of the performance of the board of directors for 2022. The evaluation scores for this year range from 4.59 to 4.69 (out of 5 points). The evaluation results have been submitted to the board of directors report on March 7, 2023 as a basis for review and improvement. Overall, the board of directors is operating well, and will continue to strengthen based on the evaluation results of the board of directors to improve the effectiveness of corporate governance.
The Company has commissioned Taiwan Corporate Governance Association to carry out an external assessment of the Board’s efficacy in 2022, and submitted the evaluation results to the Board of Directors on March 7, 2023.
On April 28, 2021, the company's board of directors appointed Mr. ChiaTe Lu , the chief legal officer, as the supervisor of corporate governance. Provide directors with the information needed to execute their business, assist directors to comply with laws and regulations, etc. The company's corporate governance supervisor has the qualifications of a lawyer and has more than three years of experience as a legal supervisor in a public offering company, and has completed professional training in accordance with laws and regulations.
|Date of Training||Organization||Training||Hours|
|2021.12.17||Taiwan Corporate Governance Association||Legal issues that should be paid attention to in insider shareholding management and share trading||3|
|2021.12.27||Securities and Futures Institute||Sustainable challenges and opportunities under the development of science and technology||3|
|2021.12.28~2021.12.29||Securities and Futures Institute||Directors and Supervisors (Including Independents) and Corporate Governance Supervisor Practical Workshop||12|
|2022.10.12||Securities and Futures Institute||2022 annual insider equity transaction legal compliance publicity briefing||3|
|2022.10.19||Taiwan Corporate Governance Association||The 18th (2022) Corporate Governance Summit Forum - Enhancing the Functions of Directors and Implementing Sustainable Corporate Governance||3|
|2022.11.22||Securities and Futures Institute||Global economic and industrial technology development trends||3|
|2022.12.08||Securities and Futures Institute||Protection of Trade Secrets||3|
David Bruce Yoffie
Michael C. Lu
Daniel Wu (Yeong-Cheng Wu)
Member of the Compensation Committee