The Company’s “Performance Appraisal Measures for the Board of Directors” specifies that the performance appraisal items of the functional committees shall include at least the following five aspects:
- Degree of involvement in the company’s operations.
- Functional Committee Responsibilities Awareness.
- Improve the quality of functional committee decisions.
- Composition and selection of members of the Functional Committee.
- Internal controls.
In fiscal 2022, the performance score of the Company’s Functional Committee was 100 points, and it was in good working order.
The purpose of the Audit Committee is to assist the Board of Directors to supervise the quality and faithfulness of the Company in performing the duties relating to accounting, audit, financial reporting procedures and financial control. The matters reviewed and resolved by the Audit Committee include: financial statements; policies and procedures for audit and accounting; internal control systems; asset or derivatives transactions of a material nature; loans of funds and endorsements or guarantees of a material nature; offering and issuance of securities; compliance of laws and regulations; related parties transactions and possible interests of conflict among managers and directors; report on the employees’ complaints; management of the Company’s risks; appointment, discharge of the certified public accountant(s) or the remuneration for them; and appointment or discharge of a financial, accounting or internal audit officer.
The Audit Committee comprises four independent directors, among which one professor Chang, Chuan-chang is financial experts. To perform the duties of the Audit Committee, the Audit Committee may, according to the Regulations Governing Management over the Organizational Rules of the Audit Committee, carry out any appropriate inspection and investigation and directly contact with the internal auditors, certified public accountants and all employees of the Company. The Audit Committee may retain lawyers, accountants or other counsels and supervise them to assist it in performing the duties of the Audit Committee.
The regular meeting of the Audit Committee shall be held at least once a quarter. With respect to the details of the meetings of the Audit Committee and the attendance rate of the members of the Audit Committee, please refer to the annual report of the Company and other relevant records.
The purpose of the Remuneration Committee is to assist the Board of Directors to perform and evaluate the overall remuneration and benefits policies of the Company and the remuneration for the directors and managers of the Company.
The members of the Remuneration Committee are appointed by the Board of Directors. According to the Regulations Governing Organizational Rules & Management over the Remuneration Committee of the Company, the Remuneration Committee shall comprise at least one independent director. For the time being, the Remuneration Committee of the Company comprises three independent directors. Chang, Sheng-shih, the Chairman of the Board of Directors, is also often invited to attend the meeting of the Remuneration Committee, while he shall be absent from the meeting when the Remuneration Committee is discussing the remuneration for him.
According to the Regulations Governing Organizational Rules & Management over the Remuneration Committee, the Remuneration Committee may retain independent counsels to assist it in evaluating the remuneration for the Chief Executive Officer or managers.
The regular meeting of the Remuneration Committee shall be held at least twice a year. With respect to the details of the meetings of the Remuneration Committee and the attendance rate of the members of the Remuneration Committee, please refer to the annual report of the Company and other relevant records.
In order to improve the functions of the Board of Directors of the Company and strengthen the management mechanism, Likaidian established a nomination committee in 2016. In accordance with the Rules of Association of the Nomination Committee of the Company, the committee shall be composed of at least three directors elected by the Board of Directors, of whom a majority of the independent directors shall participate. The nomination committee of the Company is composed of Mr. Chang Sheng-shih, Mr. Lee Chao-chin and Mr. Shih, Ning-Jye. Chang Sheng-shih, the Chairman of the Board, and all members have expertise in business, legal, financial accounting and corporate governance. The Committee shall meet at least twice a year and may meet at any time as necessary.
一、To formulate criteria for the diversity of backgrounds and independences such as professional knowledge, technology, experience and gender required by the members of the Board of Directors and senior managers, and to find, review and nominate candidates for directors and senior managers accordingly, the following matters shall be handled:
1. According to the size and nature of the Company’s business, taking into account the professional knowledge, skills and experience required by the directors and senior managers of the Company, as well as the gender and independence, the number of directors and senior managers and the conditions to be met shall be determined and regularly reviewed.
2. According to the number and conditions set forth in the prescribed number, search for suitable directors candidates, propose a list of director candidates to the board of directors, and conduct a prior review of the qualifications of the directors or directors recommended by the shareholders or directors, their academic background, and whether there are any of the paragraphs listed in Article 30 of the Company Law, and refer to the results of the review and the list of directors and supervisor candidates, and after the board meeting has been decided, provide the reference for the shareholders’ meeting to elect a suitable director.
3. When nominating the list of independent director candidates, attention should be paid to the seniority, professionalism, integrity and concurrently serving as a director, committee member or chairman of other companies (compared to other candidates) and whether they comply with the Securities Exchange Law, the establishment of independent directors in public offering companies and the matters to be followed and the conditions for independent directors set by the Taiwan Stock Exchange or the Republic of China Securities Counter Trading Center, so as to meet the long-term interests of shareholders as the main consideration.
4. According to the number and conditions set, find candidates for qualified senior managers, conduct prior review, and submit the results of the review and the reference list of senior managers’ suggestions to the board meeting.
二、 Construct and develop the organizational structure of the Board and its committees, conduct performance evaluations of the Boards, committees, directors and senior managers, and assess the independence of independent directors.
1. To establish criteria for the establishment of committees under the Board of Directors and the qualifications of their members, and to recommend their organizational procedures. It shall be reviewed at least once a year and proposed to the Board of Directors for amendments in due course.
2. Review the qualifications and potential conflicts of interest of the candidates for the members of the Committee and recommend to the Board of Directors the new members and conveners of the Committees.
3. Conduct performance evaluations of directors, committee conveners and their members, and senior managers on an annual basis, and recommend to the board of directors whether replacement is required. The terms of office of the conveners of each committee and their members shall be in accordance with the term of office of the directors, on the principle of one term of three years.
三、To establish and regularly review the Director’s Training Plan and the Succession Plan for Directors and Senior Managers.
四、Formulate the Company’s Code of Practice for Corporate Governance.
Environment Social Governance Committee
In order to ensure the implementation of the sustainability strategy, in 2014, Rickett has established a Corporate Social Responsibility Committee (CSR Committee) under the Board of Directors to integrate organizational resources and improve efficiency, and in 2022, in cooperation with the competent authorities, it was revised and renamed as the Environment Social Governance Committee. Abbreviated as the ESG Committee). The ESG Committee is the highest level of corporate social responsibility organization within the company, and the ESG committee members of the Company are Chairmen Chang Sheng-shih, Mr. Chang Chuan-chang, Mr. Sheng Wei-min, Ms. Chang Yie-yun, Ms. Wang hsuan and Yen Chih-ta, all of whom have expertise in business, legal, financial accounting and corporate governance.
Mr. Sheng Wei-min, a former independent director, attaches great importance to corporate governance, and mr. Sheng Wei-min is unanimously elected by all the members as the convener and chairman to continuously assist in supervising the operation of the company’s risk management and enhancing the concept of sustainable development.
The ESG Committee is committed to building a corporate governance system and fulfilling corporate social responsibility in accordance with the Code of Practice for Corporate Governance and the Code of Practice for the Sustainable Development of Listed Companies. Its mandate includes:
1. Verification of annual targets for all areas of sustainable development.
2. Supervise the implementation of the programme in all areas of sustainable development.
3. Evaluate the effectiveness of sustainable development implementation.
4. Approve the sustainable development report.
5. Review risk management policies and structures, risk appetite or tolerance.
6. Review the management report of major risk issues.
7. Report the risk management situation to the board of directors in a timely manner.