ESG Sustainable Management Committee ESG Sustainable Management Committee
Promote and implement corporate social responsibility policies and sustainable development: 1. Review and offer suggestions on the effectiveness of the ESG implementation. 2. Plan the direction of corporate social responsibility, and the annual implementation plan and progress. 3. Other related matters. The Company has set up the ESG Sustainable Management Committee since September 17th, 2021, and the Committee holds a minimum of 2 meetings a year. The current members are:Promote and implement corporate social responsibility policies and sustainable development: 1. Review and offer suggestions on the effectiveness of the ESG implementation. 2. Plan the direction of corporate social responsibility, and the annual implementation plan and progress. 3. Other related matters. The Company has set up the ESG Sustainable Management Committee since September 17th, 2021, and the Committee holds a minimum of 2 meetings a year. The current members are:
Functional Committee | Convener | Member |
ESG Sustainable Management Committee | Liu, Yuan-Sheng | Liu, Yuan-Sheng, Lin, Yen-Liang, Liao Wen-Zhong, Lin Rui-Ji, Liao Qin-Zuo |
Operations of the ESG Sustainable Management Committee in 2023 Operations of the ESG Sustainable Management Committee in 2023
Discussions and resolutions of the ESG Sustainable Management Committee in 2023, and how the Company handled the opinions of the Committee Members: Discussions and resolutions of the ESG Sustainable Management Committee in 2023, and how the Company handled the opinions of the Committee Members:
Date of the ESG Sustainable Management Committee Meeting | Contents of the Proposal | Results of ESG Sustainable Management Committee Resolutions | The Company’s ESG Sustainable Management Committee Handling of the Opinions of the Committee Members |
2023/6/26 | 2023 Performance | All members that were present unanimously passed the proposal. | Report to the Board of Directors meeting |
2023/11/29 | 2024 Annual Plan | All members that were present unanimously passed the proposal. | Report to the Board of Directors meeting |
Risk Management Committee Risk Management Committee
To improve risk control and management, the Company established the Risk Management Committee. The Committee is responsible for: 1. Regularly review the Company’s risk management policies and procedures, and make recommendations for discussion by the Board of Directors. 2. The Company will review the quality changes, risks, and trends faced by the Company’s financial assets every six months, and report the results from the review to the Board of Directors. 3. Regularly review the legal requirements for the competent authorities and the Board of Directors on various risk management-related systems, management mechanisms, and other issues, and report the results of the review to the Board of Directors. 4. Other major risk matters stipulated by the Company or the competent authorities. The Company has set up the Risk Management Committee since September 17th, 2021, and the Committee holds a minimum of 2 meetings a year. The current members are:To improve risk control and management, the Company established the Risk Management Committee. The Committee is responsible for: 1. Regularly review the Company’s risk management policies and procedures, and make recommendations for discussion by the Board of Directors. 2. The Company will review the quality changes, risks, and trends faced by the Company’s financial assets every six months, and report the results from the review to the Board of Directors. 3. Regularly review the legal requirements for the competent authorities and the Board of Directors on various risk management-related systems, management mechanisms, and other issues, and report the results of the review to the Board of Directors. 4. Other major risk matters stipulated by the Company or the competent authorities. The Company has set up the Risk Management Committee since September 17th, 2021, and the Committee holds a minimum of 2 meetings a year. The current members are:
Functional Committee | Convener | Member |
Risk Management Committee | Huang, Ming-You | Huang, Ming-You, Mao, Wei-Lin, Chang, Min-Chieh |
Information on the Operations of the Risk Management Committee in 2023 Information on the Operations of the Risk Management Committee in 2023
Discussions and resolutions of the Risk Management Committee in 2023, and how the Company handled the opinions of the Committee Members:Discussions and resolutions of the Risk Management Committee in 2023, and how the Company handled the opinions of the Committee Members:
Date of the Risk Management Committee Meeting | Contents of the Proposal | Risk Management Committee Resolutions | The Company’s Handling of the Opinions of the Risk Management Committee Members |
2023/03/09 | KRIs (Key Risk Indicators) Report | All members that were present unanimously passed the proposal. | The proposal during the Board of Directors meeting was passed by all directors present. |
2023/05/31 | KRIs (Key Risk Indicators) Report | All members that were present unanimously passed the proposal. | The proposal during the Board of Directors meeting was passed by all directors present. |
The Audit Committee The Audit Committee
To enhance the management of the Company, the Audit Committee was established and was made up of all independent directors. The Committee is responsible for: 1. The adoption or amendment to the internal control system. 2. Assessment of the effectiveness of the internal control system. 3. The adoption or amendment of the procedures for handing major financial or business activities such as acquisition or disposal of assets, derivatives tradings, loaning of funds to others, and endorsements or guarantees for others. 4. Matters in which a director is an interested party. 5. Transactions and trading of major assets or derivatives. 6. Major loans of funds, endorsements, or provision of guarantees. 7. The offering, issuance, or private placement of equity-type securities. 8. The appointment or dismissal of a certified public accountant, or their compensation. 9. The appointment or dismissal of financial, accounting, or internal audit supervisors. 10. Annual and semi-annual financial report. 11. Carrying out merger activities specified in the “Business Mergers And Acquisitions Act”, and the activities called for in Article 6 of the “Business Mergers And Acquisitions Act” and “Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition”. 12. Other major matters stipulated by the Company or the competent authorities. The Company has set up the Audit Committee since November 2018, and the Committee holds a minimum of 1 meeting every quarter. The current members are:To enhance the management of the Company, the Audit Committee was established and was made up of all independent directors. The Committee is responsible for: 1. The adoption or amendment to the internal control system. 2. Assessment of the effectiveness of the internal control system. 3. The adoption or amendment of the procedures for handing major financial or business activities such as acquisition or disposal of assets, derivatives tradings, loaning of funds to others, and endorsements or guarantees for others. 4. Matters in which a director is an interested party. 5. Transactions and trading of major assets or derivatives. 6. Major loans of funds, endorsements, or provision of guarantees. 7. The offering, issuance, or private placement of equity-type securities. 8. The appointment or dismissal of a certified public accountant, or their compensation. 9. The appointment or dismissal of financial, accounting, or internal audit supervisors. 10. Annual and semi-annual financial report. 11. Carrying out merger activities specified in the “Business Mergers And Acquisitions Act”, and the activities called for in Article 6 of the “Business Mergers And Acquisitions Act” and “Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition”. 12. Other major matters stipulated by the Company or the competent authorities. The Company has set up the Audit Committee since November 2018, and the Committee holds a minimum of 1 meeting every quarter. The current members are:
Functional Committee | Convener | Member |
The Audit Committee | Huang, Ming-You | Huang, Ming-You, Mao, Wei-Lin, Chang, Min-Chieh |
Information on the Operations of the Audit Committee Information on the Operations of the Audit Committee
7 meetings have been held so far in 2023 (A), and the attendance of each member is as follows:7 meetings have been held so far in 2023 (A), and the attendance of each member is as follows:
Job Title | Name | Actual Attendances (B) | Number of Proxy Attendances | Actual Attendance Rate (%) [B/A] |
Convener | Huang, Ming-You | 7 | 0 | 100% |
Committee Member | Mao, Wei-Lin | 7 | 0 | 100% |
Committee Member | Chang, Min-Chieh | 4 | 0 | 100% |
Discussions and resolutions of the Audit Committee in 2023, and how the Company handled the opinions of the Committee Members:Discussions and resolutions of the Audit Committee in 2023, and how the Company handled the opinions of the Committee Members:
Date of the Audit Committee Meeting | Contents of the Proposal | Audit Committee Resolutions | The Company’s Handling of the Opinions of the Audit Committee Members |
2023/01/16 2nd Audit Committee 15th meeting | (1) Proposal regarding the Appointment, Assessment of Independence, and Suitability of the Certified Public Accountant. (2) Provide Guarantee to Banks for HEJING CO., LTD.. (3) Proposal to agree that the certified public accountant, its firm and its affiliates will provide non-certification services to the Company and its subsidiaries | All members that were present unanimously passed the proposal. | The proposal during the Board of Directors meeting was passed by all directors present. |
2023/03/09 2nd Audit Committee 16th meeting | (1) 2022 business and financial report (2) Proposal for 2022 dividend policy (3) Proposal for Stock dividends and the issue of new shares (4) Amendment to the Company's "Handling Procedure for the Transaction of Derivatives" (5) Proposal for release of the non-competition restriction imposed on directors (6) Statement of Internal Control System (7) Provide Guarantee to Banks for HEJUN Energy Co., Ltd. (8) Provide Guarantee to Banks for Hoyun (Shanghai) Commercial Factoring Co., Ltd. | All members that were present unanimously passed the proposal. | The proposal during the Board of Directors meeting was passed by all directors present. |
2023/05/04 2nd Audit Committee 17th meeting | (1) The Q1 2023 consolidated financial statements (2) Proposal for purchasing office space (3) Proposal for participate in capital injection for HEJING Co., Ltd. (4) Proposal for acquisition of part of the equity of Ly Hour Leasing PLC of Cambodia (5) Proposal for Cash Capital Infusion for Issuing Preferred Shares B (6) Provide Guarantee to Banks for Hoyun (Shanghai) Commercial Factoring Co., Ltd. (7) Proposal to amend the System of Internal Control (8) Amendment to the relevant corporate governance regulation | All members that were present unanimously passed the proposal. | The proposal during the Board of Directors meeting was passed by all directors present. |
2023/05/31 2nd Audit Committee 18th meeting | (1) Proposal for Stock dividends and the issue of new shares | All members that were present unanimously passed the proposal. | The proposal during the Board of Directors meeting was passed by all directors present. |
2023/08/03 2nd Audit Committee 19th meeting | (1) The Q2 2023 consolidated financial statements (2) Provide Guarantee to Banks for He Jun Energy Co., Ltd. (3) Proposal for applying and launching foreign loan | All members that were present unanimously passed the proposal. | The proposal during the Board of Directors meeting was passed by all directors present. |
2023/11/08 2nd Audit Committee 20th meeting | (1) The Q3 2023 consolidated financial statements (2) Proposal for the establishment of corporate finance company | All members that were present unanimously passed the proposal. | The proposal during the Board of Directors meeting was passed by all directors present. |
2023/12/14 2nd Audit Committee 21th meeting | (1) 2024 annual audit plan (2) Proposal to acquire of real property of right-of-use assets through leasing (3) Amendment to the Company's " Operation Procedure for Endorsements and Guarantees " | All members that were present unanimously passed the proposal. | The proposal during the Board of Directors meeting was passed by all directors present. |
Remuneration Committee Remuneration Committee
To enhance the management of the Company, the Remuneration Committee was established and is made up of all independent directors. The Committee is responsible for:To enhance the management of the Company, the Remuneration Committee was established and is made up of all independent directors. The Committee is responsible for:
Functional Committee | Convener | Member |
Remuneration Committee | Huang, Ming-You | Huang, Ming-You, Mao, Wei-Lin, Chang, Min-Chieh |
Information on the Operations of the Remuneration Committee Information on the Operations of the Remuneration Committee
4 meetings have been held so far in 2023 (A), and the attendance of each member is as follows:4 meetings have been held so far in 2023 (A), and the attendance of each member is as follows:
Job Title | Name | Actual Attendances (B) | Number of Proxy Attendances | Actual Attendance Rate (%) [B/A] |
Convener | Huang, Ming-You | 4 | 0 | 100% |
Committee Member | Mao, Wei-Lin | 4 | 0 | 100% |
Committee Member | Chang, Min-Chieh | 4 | 0 | 100% |
Discussions and resolutions of the Remuneration Committee in 2023, and how the Company handled the opinions of the Committee Members:Discussions and resolutions of the Remuneration Committee in 2023, and how the Company handled the opinions of the Committee Members:
Date of the Remuneration Committee Meeting | Contents of the Proposal | Remuneration Committee Resolutions | The Company’s Handling of the Opinions of the Remuneration Committee Members |
2023/03/09 3rd Remuneration Committee 8th meeting | (1) Proposal for 2022 compensation allocated to employees | All members that were present unanimously passed the proposal. | The proposal during the Board of Directors meeting was passed by all directors present. |
2023/05/31 3rd Remuneration Committee 9th meeting | (1) 2022 performance bonus paid to the remuneration of executive officers and employees | All members that were present unanimously passed the proposal. | The proposal during the Board of Directors meeting was passed by all directors present. |
2023/08/03 3rd Remuneration Committee 10th meeting | (1) Proposal of FY2023 executive officer remuneration (2) Proposal of the compensation for the Chairman (3) Proposal of establishing method of issuing Preferred Shares B in connection with a cash capital increase for employee stock subscription (4) Proposal of issuing Preferred Shares B in connection with a cash capital increase for employee stock subscription to executive officers | All members that were present unanimously passed the proposal. | The proposal during the Board of Directors meeting was passed by all directors present. |
2023/12/14 3rd Remuneration Committee 11th meeting | (1) Adjustment of salary structure | All members that were present unanimously passed the proposal. | The proposal during the Board of Directors meeting was passed by all directors present. |
Communication between independent directors and internal audit supervisors and accountants. Communication between independent directors and internal audit supervisors and accountants.
1. Communication Policy (1) Independent directors and accountants hold regular meetings at least once a year. In the absence of general directors and management, the accountants will explain the Company’s financial situation, the financial and overall operations of domestic and overseas subsidiaries, and internal control audits to the independent directors. They will provide advice to the independent directors, and discuss and communicate issues raised by those present at the meeting. (2) The internal audit supervisor and independent directors hold regular meetings at least once every quarter. In the absence of the general directors and management, the accountants will report on the Company’s internal audit implementation and internal control operations, and discuss and communicate the issues raised by those present at the meeting. 2. Summary of the Communications (1) Summary of the Communications Between the Independent Directors and the Accountants1. Communication Policy (1) Independent directors and accountants hold regular meetings at least once a year. In the absence of general directors and management, the accountants will explain the Company’s financial situation, the financial and overall operations of domestic and overseas subsidiaries, and internal control audits to the independent directors. They will provide advice to the independent directors, and discuss and communicate issues raised by those present at the meeting. (2) The internal audit supervisor and independent directors hold regular meetings at least once every quarter. In the absence of the general directors and management, the accountants will report on the Company’s internal audit implementation and internal control operations, and discuss and communicate the issues raised by those present at the meeting. 2. Summary of the Communications (1) Summary of the Communications Between the Independent Directors and the Accountants
Date | Description | Recommendations and Results |
2023/03/09 | 1. The accountants explained the audit results of the 2022 Parent Company Only Financial Report and the Consolidated Financial Report, and communicated the results of the key audit items. 2. The accountants and independent directors discussed and communicated the issues raised by them. | No objections were made. |
2023/08/03 | 1. The accountant discussed and communicated with the independent directors on the 2023 Q4 Annual Audit planning phase without the presence of any general directors and management. | No objections were made. |
(2) Summary of the Communications Between Independent Directors and Internal Audit Supervisor(2) Summary of the Communications Between Independent Directors and Internal Audit Supervisor
Date | Description | Recommendations and Results |
2023/01/16 | 2022 4th Audit Business Report. | No objections were made. |
2023/03/09 | 2022 Internal Control System Effectiveness Assessment and Internal Control System Statement. | No objections were made. |
2023/05/04 | (1) 2023 1st Audit Business Report. (2) 2023 Q1 Consolidated Financial Statements. | No objections were made. |
2023/08/03 | (1) 2023 2nd Audit Business Report. (2) 2023 Q2 Consolidated Financial Statements. | (1) No objections were made. (2) No general directors and management present. |
2023/11/08 | (1) 2023 3rd Audit Business Report. (2) 2023 Q3 Consolidated Financial Statements. | No objections were made. |
2023/12/14 | 2024 Internal Audit Plan | No objections were made. |