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Corporate Governance Implementation Status

 

Through a company resolution passed by the board of directors meeting on August 6, 2021, the Company appointed Ms. LEE, YU-LIN, the vice president of the Operation Service Center as the Corporate Governance Officer.  Ms. Lee has a minimum of three-year experience in conducting financial operations and business management in listed companies.

 

A.The main duties are the following:

  1. Handling of matters relating to board of directors meetings and shareholders meetings in compliance with law;
  2. Preparation of minutes of the board of directors meetings and shareholders meetings;
  3. Assistance in onboarding and continuing education of the directors and supervisors;
  4. Provision of information required for performance of duties by the directors and supervisors;
  5. Assistance in the directors' and supervisors' compliance of law; and
  6. Other matters described or established in the articles of incorporation or under contract.

B.Continuing Education Training of Corporate Governance Officer in 2021 Year

 

Date Host by Course Title Duration No. of hours
   2021/08/27 Taiwan Investor Relations Institute Commercial Case Adjudication Act 3.0 15.0            
   2021/09/03  Taiwan Corporate Governance Association The Governance Structure of Family Business Sustainable Operating - Case study 3.0
   2021/09/17 Taiwan Corporate Governance Association Immediate Knowledge and Preparation Cooperate Governance 3.0 and Method of Disclose ESG  3.0 
   2021/10/18 Taipei Exchange The Insider Equity Publicity Seminar of the Company  Over-the-counter Market  3.0 
   2021/12/03 Taiwan Corporate Governance Association

The Processing Practice

of Information Security Incident under the New Normal
3.0

 

 

Corporate Operation Organizational Char

Corporate Operation Organizational Chart
oep_enlarge
Board of Directors

The 16th Board of Directors consists of 7 directors (including 2 independent directors) and 3 supervisors.

 

All serve for three-year terms. The term of office of the current Board of Directors is from June 12, 2019 to June 11, 2022.

Chairman

Peter Tsai

  • Bachelor of Chinese Literature, Soochow University
  • Chairman, Orient EuroPharma Co., Ltd.

Director

Calvin Tsai

  • Accounting, University of California. Riverside, USA
  • General Manager, Orient EuroPharma Co., Ltd.

Director

Jack Wu

  • Bachelor of Science in Pharmacy, Taipei Medical University
  • General Manager of Nutricare BU, Orient EuroPharma Co., Ltd.

Director

Sylin Ltd. (Bermuda)

Representative: Peter Wang

  • EMBA, National Taiwan University
  • President, Wyeth (US) / Taiwan Wyeth

Director

Sylin Ltd. (Bermuda)

Representative: Cynthia Lin

  • Bachelor of Commerce, National Taiwan University
  • Director, Babecare Co., Ltd.

Independent Director

Hwa-Min, Lin

  • Master of Business Administration, Keio University, Japan
  • Chairman and General Manager, IFCT Consulting Co., Ltd.

Independent Director

Praveen Tyle

  • President & CEO, Osmotica Pharmaceutical corporation, USA
Supervisor

Supervisor

Richard Yang

  • Master of Accounting, Soochow University
  • CPA, Richard Yang and Co.

Supervisor

Chih-Chen, Chou

  • Doctor of Accountancy, Shanghai University of Finance and Economics
  • CPA, WeTec International CPAs.

Supervisor

Harry Tsai

  • Master of Art : UAL (Central Saint Martin)
  • General Manager, Karihome Inc.
Diversity of Board Members

In order to strengthen corporate governance and promote the ideal development of board composition and structure, the “policy of board diversity” listed in the “Corporate Governance Best Practice Principles” formulated by our company on November 6, 2020 has highlighted: the composition of the board of directors should give serious consideration to the demands of the company, including business model, direction of business management and future development trends, and evaluate all kinds of diversity aspects but not limited to the following two standards:

1.  basic requirements and values: gender, age, nationality etc.

2.  professional knowledge and skills: professional background(law, accounting, Knowledge of the industry, financial analysis etc.) and professional experience. 

 

Each board member shall have the necessary knowledge, skills, and literacy to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

1. Ability to make operational judgement

2. Ability to perform accounting and financial analysis

3. Ability to conduct management administration

4. Ability to conduct crisis management

5. Knowledge of the industry

6. International market perspective

7. Ability to lead

8. Ability to make policy decisions


The present board of our company is formed by 7 directors, with 5 general directors and 2 independent directors. The board members all possess rich experience and specialty in the fields of finance and business management. In addition, the composition of the board of directors is determined by taking gender equality into consideration, with female directors accounting for 10% of the total. 1 female director is included among the current 7 directors, which is 14.29%. 

 

Name Gender

Ability to make

operational judgement

Ability to perform accounting and financial analysis Ability to conduct management administration Ability to conduct crisis management Knowledge of the industry International market perspective Ability to lead Ability to make policy decisions
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Peter Tsai Male oep_investors_check   oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check
Calvin Tsai Male oep_investors_check  oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check
Jack Wu Male oep_investors_check   oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check
Peter Wang Male oep_investors_check   oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check
Cynthia Lin Female oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check
Hwa-Min Lin Male oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check
Praveen Tyle Male oep_investors_check   oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check
Richard Yang Male oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check
Chih-Chen Chou Male oep_investors_check oep_investors_check  oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check
Harry Tsai Male oep_investors_check   oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check oep_investors_check
Remuneration Committee

The 4th Remuneration Committee consists of 3 members. The term of current Remuneration Committee members is from June 12, 2019 to June 11, 2022, the same as that of the board of directors by whom they were appointed.

 

1.Practices of Remuneration Committee(4 meetings were held by February 19, 2021)

2.Reasons for discussion and results of resolutions

Hwa-Min, Lin

  • Master of Business Administration, Keio University, Japan
  • Chairman and General Manager, IFCT Consulting Co., Ltd.

Praveen Tyle

  • President & CEO, Osmotica Pharmaceutical corporation, USA 

Kathy Yang

  • MBA, Human Resources Management, National Central University
  • HR Director, ZT Systems Taiwan

The implementation of preventing insider trading

 

 

1.The Company has established “Operating Procedures for Handling Internal Material Information” to prohibit all directors, managerial officers, employees or any other person who acquires knowledge of the Company's internal material information due to that person's capacity or position, occupation, or controlling relationship of the Company may divulge such information to others. No director, managerial officer or employee of the Company may seek to obtain or collect any internal material information of the Company from any person having knowledge of such information and such information is not within the scope of their office functions. They also may not divulge to others any non-public internal material information of the Company coming to their knowledge not as a result of performing their duties.

 

2.On August 6 2021, the Company has arranged Internal Education Training which has included “The Prevention of short-sing trading and Insider Trading” & “The Civil and Criminal Liabilities of Insider Trading” for all directors, supervisor and relevant personnel (total of 13 people involved). In addition, the Company makes the “Operating Procedures for Handling Internal Material Information” as a part of New Employee Orientation Programs on insider trading prevention to raise awareness.

 

 

Elaboration on Internal Auditing Organization and Operation

 

 

Purpose of Internal Audit

The purpose of setting up internal audits at OEP is to examine and evaluate the validity of internal control systems, measure operational efficiency and compliance with applicable laws, and provide improvement suggestions whenever needed so as to ensure the continuous effective implementation of internal control.

 

Internal Auditor Setup

Our company has one internal auditor who is directly responsible to the Board of Directors.

 

Operation of Internal Audits

 

1. Scope of Audit:

Internal auditing works include inspecting and evaluating the adequacy and validity of the internal control systems of the company’s departments as well as performance in business activities.

 

2. Target of Audit:

Targets include all business activities that are responsible by all units of the company and associated branches.

 

3. Method of Audit:

In principle, auditors should conduct onsite auditing on the unit under audit and may ask the unit under audit to provide documents, accounting books, certificates, and other printed information for auditing.

 

4. Internal Audit Operating Procedures:

  1. Audit works include audit planning, information inspection and assessment, result communication, and follow-up reviews.
  2. Annual audit plans should be based on risk assessments. Audit procedures should be established for individual cases and compiled into work sheets.
  3. At the end of an onsite audit, audit results must be fully communicated to the head of the unit under audit. When necessary, improvement plans and expected date of completion for the unit under audit should be obtained, and auditors should track any actions of improvements.

 

5. Submission of Audit Report:

  1. Auditors should truthfully disclose errors and irregularities identified during inspection in audit reports, and
  2. conduct follow-up on these findings and produce them into a follow-up report.