I. Communication methods between independent directors, internal audit supervisors and accountants
1. The company's certified accountants will explain to the independent directors in the audit committee every year when issuing the audit or review results in the first quarter, second quarter, third quarter and annual financial report, as well as other communication matters required by relevant laws and regulations. , if there are any special circumstances, they will be reported to the members of the Audit Committee immediately.
2. The internal audit manager shall attend the audit committee every quarter to report on the audit work as required, and communicate with the independent directors through the audit committee. In addition, a report is made on the internal audit execution and internal control operation of the convenience store. The internal audit report and the improvement progress of deficiencies are sent to the independent directors via email every month for review; in addition, if there are special circumstances, they will be reported to the independent directors immediately. Independent Directors' Report.
3. Convene independent meetings with independent directors, accountants, and internal audit supervisors at least once a year (without the presence of management) to discuss the completed external audit opinions of the internal audit supervisors and accountants. In normal times, the internal audit supervisor and accountants may directly communicate with independent directors as necessary. Contact and communication are good.
II. Communication Summary for Independent Directors and Head of Audit Division in the most recent two years:
III. Communication Summary for Independent Directors and Accountants in the most recent two years:
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Description
Board diversity and independence:
(1) Board diversity:
[Board Diversity Policy]
The Company's Corporate Governance Best Practice Principles set forth the policy that the diversity of Board members must be considered, and suitable diversity guidelines must be established based on the Company's operations, business patterns, and development needs, in order to implement corporate governance and facilitate the healthy development of Board composition and structure. The guidelines should include but are not limited to basic qualifications and values (gender, age, nationality, and culture) and professional knowledge and skills (e.g., law, accounting, industry, finance, marketing, or technology), and Board members are required to have the knowledge, skills, and literacy needed to perform their duties.
[Specific Management Goals and Attainment]
The Company's board of directors shall direct company strategies, supervise the management, and be responsible to the company and shareholders. The various procedures and arrangements of the corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, the Articles of Incorporation, and the resolutions adopted by the shareholder meetings.
The Company's Board members all have the knowledge, skills, and literacies needed to perform their duties. The Company continues to arrange a variety of continuing education courses for Board members, in order to improve the quality of their decisions, their supervision ability, and further strengthen the roles and powers of the Board of Directors. The Company currently has 13 board members, including 3 independent directors, who have a professional background in law, industry, accounting, and marketing, and also have a wide range of professional abilities that complement each other, including business management, leadership, decision-making, business judgment, crisis management, accounting and financial analysis abilities, industry knowledge, and international market perspectives. Among Board members, four directors are concurrently managers of the Company, meaning that 31% of directors are also employees. The three independent directors account for 23% of the board seats, three directors have passed the national qualification examination and received certificates, and all independent directors have not served for nine consecutive years. The ages of directors are distributed in a wide range between 40 and 70 years old
(2) Board independence:
The Company currently has 3 independent directors (accounting for 23% of Board members). Board members have considerable management experience and a professional background in finance, accounting, and law. There are no violations of Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act, in order to ensure Board independence.
(Attached Table 1) Board diversification
(Attached Table 2) An overview of the Company's independence assessment
criteria is as follows:
(Attached Table 3) Continuing education of the corporate governance
supervisor in 2023:
(Attached Table 4) Continuing education status of directors in 2023:
As a testament to our commitment in providing a safe and healthy workplace for our employees, we established the Occupational Safety and Health Work Rules, which cover labor safety and health management and responsibilities, equipment maintenance and inspection, work safety and health standards, education and training, health guidance and management, first aid and resuscitation, and preparation, maintenance, and use of protection facilities. The rules have been approved by Taipei City Labor Inspection Office for future reference. We convene employer-employee meetings and established an Occupational Safety and Health Committee in accordance with the Labor Standards Act and Occupational Safety and Health Act. Employees and employer each select 8 representatives to attend employer-employee meetings. The Occupational Safety and Health Committee consists of the General Manager & COO as the chairperson, 4 committee members (management), and 8 labor representatives. The committee convenes regular meetings to discuss matters relating to labor rights, benefits, occupational safety management system management and review operations, and EHS, which are executed after a decision is made during a meeting. The General Manager & COO is the highest governing body of occupational safety and health related matters. An Occupational Safety and Health Committee has been established to formulate environmental safety and health policies and guidelines, which are then promoted and implemented by the Occupational Safety and Health Section.
According to statistics on the Occupational Accident Statistics Online Reporting System of the Occupational Safety and Health Administration as of 2023, there were 3 occupational injury incidents with a disabling injury frequency rate (FR) of 0.35 and comprehensive injury index (FSI) of 0.04. We conduct hazards identification and risk assessment on an annual basis to actively discover hazards and risks in the workplace, and then lower the risks through the occupational safety management system. The highest percentage of accidents each year are from traffic accidents. The Company reports incidents every month and has launched a campaign to strengthen traffic safety concepts of new and current employees through digital courses, videos, and cases. Promoted ISO45001 and organized online courses on illegal infringement and fire safety in the workplace in response to recent major issues, and personnel who do not read the courses are regularly tracked.
In addition to a designated section for occupational health and safety, the Company has appointed occupational health and safety personnel in accordance with the law, and continues to provide maternal health protection, care for employee health, prevention of workplace violence, digital courses of health academy, and annual health examinations, which include the following items: We provide labor safety examinations, food safety examinations, and health examination items exceeding that required by law, and also conduct follow-up and provide health guidelines to employees with abnormal results, in hopes of making employees more aware of their own health and utilize their expertise at work.
The recent performance evaluation results of the Board of Directors
and functional committees are as follows:
I. Implementation status of the Board of Directors external
performance evaluation:
- 1. According to the stipulations of our "Regulation of
Self-Evaluation of the Board of Directors," an evaluation of
Board performance should be conducted by external units at least
once every three years. The Corporation commissioned the "Taiwan
Corporate Governance Association" to evaluate Board
effectiveness and performance. The Taiwan Corporate Governance
Association and evaluating experts were independent units that
had no business dealings with the Corporation; a report on Board
performance was issued on November 20, 2023. Results of the
aforementioned external evaluation were reported to the
Company's Audit Committee, Remuneration Committee and Board of
Directors on March 12, 2024. Implementation details were as
follows:
-
- (1) Evaluation duration: From October 1, 2022 to
September 30, 2023.
- (2) Evaluation method: The Taiwan Corporate Governance
Association conducted reviews of the relevant documents
submitted by the Corporation for evaluations, and also
commissioned two experts to conduct on-site evaluations
and interviews with the Corporation's Chairman,
President, independent directors, corporate governance
officer, head of Corporate Planning Department, and
accountants on February 16, 2022.
- (3) Evaluation content and items: Standards included the
eight aspects of board composition, board guidance,
board authority, board supervision, board communication,
internal control and risk management, self-discipline of
the board, and others (board meetings, support systems,
and soon).
- 2. Evaluation results, recommendations, and future improvement
plans of the Board of Directors external performance evaluation:
-
(1) Overall evaluation results:
-
(2) Implementation of evaluation recommendations and
response measures:
II. Implementation status of the Board of Directors and Functional
Committees Internal evaluations:
-
【The status of communication with stakeholders in 2023 were reported to the Board of Directors on December 5, 2023.】