Investor Relations
Maintain operation transparency and high governance standard.
Company Organization
Corporate Governance
Amulaire has established and disclosed its "Corporate Governance Best Practice Principles" in accordance with the "Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies," ensuring compliance with relevant regulations and the proper execution of various information disclosures. Following the Board of Directors’ resolution on March 1, 2023, the position of the company's corporate governance officer is held by the Associate Manager of the Finance Department, who is responsible for matters related to corporate governance. Stock affairs personnel assist the Board of Directors and its members with the necessary information.
Scope of Authority
1.Protect shareholders' rights2.Strengthen the functions of the Board of Directors
3.Enhance the role of the Audit Committee
4.Respect the rights of stakeholders
5.Improve transparency of information
Corporate governance-related matters include the following
Business execution status
(1)Assist independent directors and general directors in the execution of their duties, provide necessary information, and arrange for director training.
(7)Draft the Board meeting agenda and notify directors at least seven days in advance, convene the meeting, provide meeting materials, and complete the distribution of meeting minutes after the meeting.
(8)Assist the Board in establishing a new functional committee: the "Sustainable Development Committee."
(1)Assist independent directors and general directors in the execution of their duties, provide necessary information, and arrange for director training.
(7)Draft the Board meeting agenda and notify directors at least seven days in advance, convene the meeting, provide meeting materials, and complete the distribution of meeting minutes after the meeting.
Status of director education and training
2.2023
Status of Continuing Education for Corporate Governance Officers
(1)Corporate Carbon Management Thinking After the Passage of Climate Change Response Legislation (3 hours)→Taiwan Corporate Governance Association.
(2)Legal Responsibilities and Case Analysis Related to Control Contests (3 hours)→ Foundation of the Republic of China Accounting Research and Development.
(3)Designing Executive Compensation and ESG Performance Systems (3 hours)→Taiwan Corporate Governance Association.
(4)Tax Management of Intellectual Property from the Perspective of Corporate Governance (3 hours)→Taiwan Corporate Governance Association.
(5)2024 Cathay Sustainable Finance and Climate Change Summit (6 hours)→Taiwan Stock Exchange.
2.2023
(1)Unveiling the Mysteries Behind Corporate Governance: Practical Operations of Corporate Governance Personnel (3 hours)→Taiwan Corporate Governance Association.
(2)2023 Internal Personnel Equity Trading Legal Compliance Advocacy Seminar (3 hours)→Foundation of the Republic of China Securities and Futures Market Development.
The Board of Directors of the company shall guide the company’s strategy, supervise the management team, and be accountable to the company and its shareholders. The operations and arrangements of the corporate governance system shall ensure that the Board exercises its powers in accordance with laws, the company’s articles of incorporation, and the resolutions of the shareholders' meeting.
Board of Directors Structure
Amulaire believes that a sound and effective operation of the Board of Directors is the foundation for sustainable management. We maintain high standards of corporate governance based on principles that exceed legal regulations, ensuring the effective functioning of the Board and thereby safeguarding shareholder rights. In addition to considering shareholder representation, the members of our Board also take into account the principle of 'separation of ownership and management' by introducing independent directors without shareholding. This approach aims to enhance the quality of the Board's decision-making through the diverse expertise of the directors and maximize shareholder value.
The Board of Directors of our company is composed of seven members with rich industry experience and professional backgrounds in finance and other areas. The members include women and individuals with accounting backgrounds to achieve diversity. All members possess the knowledge, skills, and qualifications necessary to fulfill their duties effectively.
Directors Resume
Members of the seventh board of directors of Amulaire:
Board Diversity and Independence
•Board Diversity
In order to strengthen corporate governance and promote the comprehensive development of the Board of Directors structure, our company has established the 'Code of Best Practices for Corporate Governance.' Article 20, Section 3 of the code stipulates that the composition of the Board members should consider diversity. In addition to ensuring that directors who also serve as company managers do not exceed one-third of the Board seats, the company should formulate appropriate diversity policies based on its own operations, business model, and developmental needs. These policies should include, but are not limited to, the following two main aspects:
1.Basic Conditions and Values: Gender, age, nationality, and culture, among others.
2.Professional Knowledge and Skills: Professional backgrounds (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
Board members should generally possess the knowledge, skills, and qualifications necessary to perform their duties. To achieve the ideal goals of corporate governance, the overall capabilities that the Board should possess are as follows:
1.Operational Judgment Ability
2.Accounting and Financial Analysis Ability
3.Management Skills
4.Crisis Management Ability
5.Industry Knowledge
6.International Market Perspective
7.Leadership Ability
8.Decision-Making Ability
Currently, there are a total of 7 directors (including 3 independent directors). The directors possess professional backgrounds in management, corporate governance, and finance. In addition to considering professional capabilities and practical experience, the reputation of directors in terms of ethical behavior and leadership is also highly valued.The board members each bring different areas of expertise:The chairman Chi-Sheng, Lin, directors Qi-Zhang, Chen, Chao-Li, Huang, and Zhi-Hong, Shi excel in leadership, operational judgment, management, crisis handling, as well as industry knowledge and international market experience.The independent directors Yun-Shan, Lin, Wen-Hsin, Lo, and Jin-hua, Chen have strengths in accounting and financial analysis.The proportion of directors who are employees of the company is 14.29%. The proportion of independent directors is 42.86%, with all three independent directors having tenures of less than three years.In terms of age, 2 directors are under 50 years old, 4 are between 50 and 65 years old, and 1 is over 65 years old. Our company also emphasizes gender equality among board members, aiming to increase the representation of female directors to over one-quarter (25%). Currently, male directors account for 71% (5 members) and female directors account for 29% (2 members) of the board.
•Board Independence
On May 23, 2024, our company re-elected the seventh Board of Directors in accordance with the provisions of the company's 'Articles of Incorporation,' adopting a candidate nomination system. The election was completed through a rigorous selection, nomination, and election process as outlined in the company's 'Regulations for Director Elections.' There are no spousal or second-degree relative relationships among the directors, which complies with the provisions of Article 26-3, Sections 3 and 4 of the Securities and Exchange Act. Therefore, the Board is considered to have independence.
•Board Member Diversity Policy and Implementation Status
Boards Performance Evaluation
•Board Operational Performance Management
In order to implement corporate governance and enhance the functionality of the Board of Directors, performance goals are established to improve the operational efficiency of the Board. Accordingly, in compliance with Article 37 of the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies, the 'Board Performance Evaluation Procedures' have been established. An internal board performance self-assessment is conducted at least once a year, covering the Board of Directors, individual board members, and all functional committees (including the Audit Committee and the Compensation Committee). The self-assessment is carried out through questionnaires, and after collecting and analyzing the results, a report is submitted to the Board of Directors as a basis for review and improvement.
•The performance evaluation of the Board of Directors of the company should include, at a minimum, the following five key areas:
1.Participation in the company's operations
2.Improvement of the quality of board decisions
3.Board composition and structure
4.Director selection and ongoing development
5.Internal controls
•The performance evaluation of the board of members should include, at a minimum, the following six key areas:
1.Understanding of the company's goals and missions
2.Awareness of director responsibilities
3.Participation in the company's operations
4.Management of internal relationships and communication
5.Professional expertise and continuous development of directors
6.Internal controls
•The performance evaluation of functional committees should include, at a minimum, the following five key areas:
1.Participation in the company's operations
2.Awareness of the functional committee's responsibilities
3.Improvement of the functional committee's decision-making quality
4.Composition of the functional committee and selection of its members
5.Internal controls
*The evaluation results are presented using a 5-level rating system, where:Number 1 represents: Very Poor (Strongly Disagree);Number 2 represents: Poor (Disagree);Number 3 represents: Average (Neutral);Number 4 represents: Good (Agree);Number 5 represents: Excellent (Strongly Agree).
*In addition, our company commissions an external professional independent institution or experts and scholars to conduct an external board performance evaluation at least once every three years. The evaluation metrics, procedures, interview schedule, and evaluation results are all handled by the external professional independent institution, and the evaluation report is submitted to the Board of Directors.
•2023 Board of Directors and Board Member Performance Evaluation Results
The results of the self-assessment for the board of directors and its members show an overall average rating between 4.9 and 5.0. The evaluation items for both the board and its members generally fall between "Good" and "Excellent." However, it is recommended to enhance the interaction between board members and the management team. Additionally, when the board addresses significant financial issues, it is suggested to invite the appointed signing accountant to attend the board meetings to provide professional opinions, increasing opportunities for comprehensive communication and interaction. All directors expressed no objections to these recommendations across all evaluation items.
•2023 Functional Committee Performance Evaluation Results
1.The Audit Committee's self-assessment results show an overall satisfaction score of 4.96 across the five key areas.
2.The Compensation Committee's self-assessment results show an overall satisfaction score of 4.97 across the five key areas.
Board Member Succession Planning
1.Operational judgment capability
2.Accounting and financial analysis capability
3.Business management capability
4.Crisis management capability
5.Industry knowledge
6.International market perspective
7.Leadership capability
8.Decision-making capability
The performance of board members is evaluated annually, and the results of these evaluations are used as a reference for adjusting the composition of the board. The members of the company's seventh board of directors were elected on May 23, 2024, for a term of three years (from May 23, 2024, to May 22, 2027). On the same day, the first meeting of the seventh board was convened, during which Mr. Chi-Sheng Lin was elected as the Chairman. The successor directors, in addition to having professional backgrounds and skills, should also have expertise in business planning and the industries the company operates in. To enhance the professionalism of board members, the company will ensure that the board keeps pace with changing internal and external conditions and development needs, by arranging at least 6 hours of training courses per year for each board member. This will help directors continually update their knowledge and maintain their core values, professional advantages, and capabilities.
Continuously committed to pursuing corporate governance and financial information transparency, real-time updates, and fairness, we have established three functional committees, namely the "Audit Committee," "Compensation Committee," and "Sustainability Development Committee," to enhance and strengthen organizational operations.
Audit Committee
To strengthen the supervisory functions of the Board of Directors, the company established the Audit Committee on June 30, 2016, composed of three independent directors. The committee's purpose is to assist the Board in reviewing the company's financial statements, internal control systems, internal audits, accounting policies and procedures, significant asset transactions, the appointment of auditors, and the appointment and dismissal of financial, accounting, and internal audit executives. This ensures that the company's operations comply with relevant government laws and regulations.The Audit Committee convenes at least once each quarter. For information regarding the meetings held by the committee and the attendance rates of each member, please refer to the company's annual report for the shareholders' meeting.
•Members of the Audit Committee
•Powers and responsibilities of the Audit Committee
1.Operational plan
2.Annual financial reports signed or sealed by the chairman, managers, and accounting officers, and second-quarter financial reports that must be audited and certified by a CPA
3.Establishment or amendment of internal control systems in accordance with Article 14-1 of the Securities and Exchange Act, as well as the assessment of the effectiveness of these internal control systems
4.Establishment or amendment of procedures for significant financial transactions related to the acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, providing endorsements or guarantees for others, as stipulated in Article 36-1 of the Securities and Exchange Act
5.Matters involving the personal interests of directors
6.Significant transactions of assets or derivatives
7.Significant lending of funds, endorsements, or provision of guarantees
8.Fundraising, issuance, or private placement of securities with equity characteristics
9.Appointment, dismissal, or remuneration of certified public accountants
10.Appointment or dismissal of financial, accounting, or internal audit supervisors
11.Donations to related parties or significant donations to non-related parties. However, donations for emergency relief due to major natural disasters can be approved in the next board meeting
12.Other matters that should be resolved by shareholders' meetings or submitted to the board of directors as required by laws, regulations, or the company’s articles of incorporation, or other significant matters as stipulated by regulatory authorities
•Operation of the Audit Committee
1.Operation status in 2023
2.Operation status in 2022
Compensation Committee
The Compensation Committee should meet at least twice a year. For details regarding the meetings held by this committee and the attendance rate of each member, please refer to the company's annual report for the shareholders' meeting.
•Members of the Compensation Committee
•Powers and responsibilities of the Compensation Committee
1.Regularly review these regulations and propose amendments.
2.Establish and periodically review the annual and long-term performance goals and compensation policies, systems, standards, and structures for the company's directors and managers.
3.Regularly assess the achievement of performance goals for the company's directors and managers and determine the content and amount of their individual compensation.
•Operation of the Compensation Committee
1.Operation status in 2023
2.Operation status in 2022
Sustainability Development Committee
To achieve the company's sustainability development goals and strengthen sustainable governance, the Sustainability Development Committee has been established in accordance with the provisions of the "Corporate Governance Best Practice Principles for Listed Companies" and the "Best Practice Principles for Sustainability Development of Listed Companies." The committee has also formulated organizational regulations to ensure compliance.•Members of the Sustainability Development Committee
•Powers and responsibilities of the Sustainability Development Committee
1.Formulate, promote, and strengthen the company’s sustainability development policies, annual plans, and strategies.
2.Review, track, and amend the implementation and effectiveness of sustainability development initiatives.
3.Supervise sustainability information disclosure matters and review the sustainability report.
4.Oversee the execution of the company’s sustainability development code and other sustainability-related tasks as resolved by the board of directors.
Communication between Independent Directors, Internal Audit Supervisors,and Accountants
•Commmunication Policy
1.Independent directors and accountants will hold regular meetings at least once a year. During these meetings, accountants will report to independent directors on the company's financial status, the financial condition and overall operations of domestic and foreign subsidiaries, revisions to IFRS announcements, and changes in laws and regulations relevant to the company issued by regulatory authorities. They will communicate thoroughly about any significant adjusting entries or the impact of legal amendments on accounting entries and discuss any questions raised by attendees. In the event of significant anomalies, ad hoc meetings may be convened.
2.In addition to submitting audit reports and tracking reports on the correction of audit deficiencies to independent directors each month, the internal audit unit will hold meetings of the audit committee at least once per quarter, where the internal audit supervisor will explain the audit activities, results, and follow-up status to independent directors.
•Summary of Communication between Independent Directors and Internal Audit Supervisors
1.Summary of Communication in 2023
2.Summary of Communication in 2022
•Summary of Communication between Independent Directors and Accountants
1.Summary of Communication in 2024
2.Summary of Communication in 2023
3.Summary of Communication in 2022
Management Team
Succession Planning for Key Management Personnel
Employees at the assistant general manager level and above are considered key management personnel in the company. In addition to evaluating their exceptional professional and management capabilities, their values must align with the company's. Their personal traits should include integrity, honesty, innovation, and initiative. As for the succession planning for key management personnel, professional courses are used to strengthen their skills, while management training and job rotations are provided to enhance their operational management abilities and strategic thinking. This ensures that successors are fully prepared to assume their roles before the planned transition timeline.Business Operations Key Departments
The internal audit function is an independent unit directly under the board of directors, comprising one audit supervisor. The appointment and removal of the internal audit supervisor are subject to approval by the board of directors.
According to the regulations set forth in the company's internal audit operational management guidelines, the purpose of internal audit is to "examine whether the various management and financial activities of the enterprise and their outcomes are consistent with the internal operational management regulations, and to provide confirmation and consulting services regarding the efficiency and effectiveness of the implementation of these regulations." Additionally, based on the provisions of the company's internal audit rules, "the purpose of internal audit is to assist the board of directors and management in identifying deficiencies in the internal control system and measuring the effectiveness and efficiency of operations, while providing timely improvement suggestions to ensure the continuous and effective implementation of the internal control system, as well as serving as a basis for reviewing and revising the internal control system.In summary, the establishment of internal audit primarily aims to ensure that governance units and management understand whether the company's operational activities align with the internal controls established by the company. Through the execution of internal audit operations, timely recommendations can be made to adjust and improve the internal control system."
According to the regulations established for public companies regarding internal control systems, the internal audit should develop an annual audit plan before the start of the fiscal year. This plan must be discussed and approved by the audit committee and the board of directors before it becomes effective. The internal audit will then execute the plan monthly, documenting the audit work, attaching working papers, and related materials to prepare the audit report. The audit results and follow-up on deficiencies will be reported to the independent directors on a monthly basis, and a summary will be presented to the audit committee and board of directors quarterly.Each year, the board of directors will assess the effectiveness of internal controls in various departments based on the aforementioned audit reports and the self-assessment results following the audit review. By the end of March of the following year, the audit report and the self-assessment results of the internal control execution from each department will be submitted to the chairman, along with a declaration of the effectiveness of the design and execution of the company's internal control system.
In addition to the general audit work mentioned above, the board of directors and the audit committee may, as needed, assign the internal audit function to conduct various project audits. The results of these audits will also serve as a reference for governance units in evaluating the implementation of the company's internal control system.
Amulaire believes that a culture of honesty and integrity is the foundation for sustainable business operations. The principles of integrity are integrated into the company's culture, and Aimer actively promotes transparency and timely communication channels to prevent dishonest behavior and foster a concept of co-existence and mutual prosperity with society, aiming to achieve its vision and goals for sustainable development.The company has established internal guidelines, including the "Integrity in Business Conduct Procedures and Guidelines," "Code of Ethical Conduct," and "Employee Code of Conduct," which specifically outline the standards of behavior for employees in executing their duties. The company advocates for a culture and values of "Integrity in Business," requiring all employees to adhere to these ethical and behavioral standards in areas such as business ethics, labor relations, environmental protection, safety and health, internal control, corporate governance, and community engagement.
Integrity Management Work Plan and Responsibilities
■ Assist in integrating integrity and ethical values into the company’s business strategy and establish anti-corruption measures in compliance with legal regulations to ensure integrity in operations.
■ Regularly analyze and assess the risk of unethical behavior within the business scope and develop prevention plans accordingly, including establishing standard operating procedures and behavioral guidelines related to business activities.
■ Plan the internal organization, structure, and responsibilities, and implement mutual monitoring and checks for business activities with higher risks of unethical behavior.
■ Promote and coordinate the advocacy and training of integrity policies.
■ Plan the whistleblowing system to ensure its effective implementation.
■ Assist the Board of Directors and management in auditing and assessing whether the preventive measures established for integrity management are operating effectively, and periodically evaluate and report on the compliance of relevant business processes.
■ Create and properly maintain documented information regarding the integrity management policies, their compliance declarations, implementation commitments, and execution status.
The preventive measures established by the company cover the following behaviors
■ Prohibition of offering or accepting improper benefits
■ Prohibition of facilitation payments
■ Prohibition of engaging in unfair competition
■ Prohibition of insider trading and confidentiality agreements
■ Political contributions, charitable donations, or sponsorships
■ Conflict of interest avoidance
■ Organization and responsibilities of the confidentiality mechanism
■ Prevention of harm to stakeholders from products or services
Implementations Status and Effectiveness of Integrity Management
•Regulatory Compliance
Our company operates in the automobile manufacturing industry. The primary regulatory compliance risks, in addition to labor and environmental laws related to manufacturing, include regulations pertaining to the automotive industry, electric vehicle-related laws, as well as green energy, international carbon emissions standards, all of which are areas of significant focus for our company. In terms of sales, compliance includes regulations from industry authorities regarding consumer safety, health rights, and the Fair Trade Act. In finance and accounting, the primary concerns are income tax laws and customs regulations in various countries. As a publicly listed company, we are also subject to the Company Act, Securities Exchange Act, and regulations related to corporate governance and sustainable business practices.
From 2023 to the present, in order to comply with the Company Act, integrity management policies, codes of conduct for integrity management, and rules of procedure for shareholder meetings, as well as to enhance anti-corruption measures for integrity management, our company has revised its Articles of Association, Integrity Management Operating Procedures and Behavioral Guidelines, Corporate Governance Best Practice Principles, Code of Ethical Conduct, Employee Code of Conduct, and Sustainable Operation Best Practice Principles. These revisions were made to refine and ensure compliance with the latest regulatory developments.
In 2023, our company was not involved in any cases of penalties related to violations of economic or social regulations, nor were there any instances of corruption, monopolistic practices, or unfair competition that hinder free markets. Looking ahead to sustainable development and corporate governance practices, we will continue to uphold regulatory compliance as the primary principle and core value of corporate governance. Our goal is to ensure compliance with relevant corporate regulations, reduce potential legal risks in operations, and maintain a record free of any major legal violations.
•Education, Training, and Advocacy
• Conducted orientation sessions for new employees on company discipline requirements and quality corporate culture, emphasizing the importance of integrity in the industry through topics such as "Protection of Trade Secrets" and "Employee Code of Conduct." From 2022 to 2023, a total of 196 new employees received this training.
• Regularly sent internal communications regarding newly released regulations on preventing insider trading to employees.
• From 2022 to 2023, conducted regular orientations on "General Safety and Health" for new employees at headquarters, with a total of 40 participants.
• From 2022 to 2023, provided occasional "General Safety and Health" education and training for new plant personnel (at the Linkou and Tongluo plants), totaling 113 participants.
• From 2022 to 2023, offered an ESG-themed series of online educational sessions and tests for all employees. The content included topics on "Labor Rights," "Employee Code of Conduct," "Creating a Gender-Equal Workplace," and "Prevention of Workplace Sexual Harassment," with a total of 227 participants.
•Whistleblower System
To implement a culture of integrity and transparency, our company has established multiple reporting channels. Employees can report issues through a complaint mailbox or by filling out a complaint form, which will be handled by legal personnel and the human resources department to protect employees' legal rights.
External dedicated email: Legal@amulaire.com
Internal dedicated email: HR@amulaire.com
•Prevention of Insider Trading
Our company has established the 'Internal Major Information Handling and Prevention of Insider Trading Management Procedures.' At the beginning of each month, all internal personnel are notified. This notification serves to remind them to report any changes in shareholding promptly, summarize important regulations that must be followed, and attach relevant procedures for reference. When a new internal personnel member is appointed, a designated person will be assigned to provide necessary orientation and explanations, and a dedicated unit is available to offer any necessary consultation.
Additionally, our company’s 'Corporate Governance Best Practice Principles' stipulate in Article 10 the regulations regarding insider trading, as follows:
Our company should prioritize shareholders' right to know and prevent insider trading, ensuring compliance with relevant information disclosure regulations. The company's financial status, business operations, internal shareholdings, and corporate governance situation should be regularly and promptly disclosed to shareholders through public information observation stations or the company’s designated website.
To treat shareholders equally, the publication of the above information should also be disclosed simultaneously in English.
To protect shareholder rights and ensure equitable treatment, our company shall establish internal regulations prohibiting internal personnel from trading securities using non-public information obtained from the market.
Such regulations should include measures to control stock trading by internal personnel from the date they are informed of the company's financial reports or related performance content. This includes (but is not limited to) prohibiting directors from trading their stocks during a closed period, which is defined as thirty days prior to the announcement of the annual financial report and fifteen days prior to the announcement of quarterly financial reports.
Our company has recently provided educational advocacy for current directors and managers as follows:
Date of Advocacy | Content of Advocacy | Audience of Advocacy | ||||||
Irregular | At the end of each year, our company conducts training on the prohibition of insider trading, reminding directors that they are not allowed to trade their stocks during the closed periods, which are defined as the thirty days prior to the announcement of the annual financial report and the fifteen days before the announcement of quarterly financial reports. Additionally, we notify directors of the meeting dates for each quarterly board meeting two months in advance, along with the closed periods before the announcement of financial reports, to prevent any inadvertent violations of these regulations. | Directors and Managers at or Above the Executive Level | ||||||
2021.12.10 | 1.Article 10 of the Corporate Governance Best Practice Principles for Publicly Listed Companies states that insiders are prohibited from trading their stocks during the closed periods, which are defined as the thirty days prior to the announcement of the annual financial report and the fifteen days before the announcement of quarterly financial reports. | Directors and Managers at or Above the Executive Level (A total of 13 people) |
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2.According to Article 157-1 of the Securities Exchange Act, there are regulations prohibiting trading within 18 hours before and after the public disclosure of information that may have a significant impact on stock prices. | ||||||||
2021.07.15 2023.05.25 2024.05.23 |
For newly appointed directors, we provide (1) a Handbook on Regulations for Directors and Supervisors, and (2) information on the regulatory matters that publicly listed companies, their directors, supervisors, and major shareholders should pay attention to, along with educational advocacy. | Directors (A total of 7 people) |
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2024.08.13 | According to the letter from the Taiwan Stock Exchange, Document No. 1130402325. | Directors and Managers at or Above the Executive Level | ||||||
2024.10.24 | According to the letter from the Taiwan Stock Exchange, Document No. 1130403669. | Directors and Managers at or Above the Executive Level |
• Additionally, we provide the link to the 'Insider Trading Prevention Zone' on the Taiwan Stock Exchange website for employees' reference and understanding.
https://www.twse.com.tw/zh/page/investor/edu/index.html