Corporate Governance

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

Corporate Operation Organizational Char

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 bar Peter Tsai Male   Calvin Tsai Male   Jack Wu Male   Peter Wang Male   Cynthia Lin Female Hwa-Min Lin Male Praveen Tyle Male   Richard Yang Male Chih-Chen Chou Male   Harry Tsai Male

The implementation of preventing insider trading

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.