Corporate Governance Overview
Since its establishment, CH Biotech R&D Co. Ltd. has been deeply convinced that a healthy corporate governance structure is the key to sustainable corporate operations. Therefore, we established relevant charters and regulations in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” promulgated by the Taiwan Stock Exchange (TWSE), and disclosed relevant information on the Market Observation Post System (MOPS).
Apart from the Board of Directors, CH Biotech R&D Co. Ltd. has also established the Audit Committee and the Remuneration Committee, respectively, to assist the Board of Directors in performing its supervisory duties. The charter of each committee is approved by the Board of Directors, and the chairperson of each committee regularly reports to the Board of Directors on its activities and resolutions.
Organization Chart
Operations of corporate governance
- Appointment of a Corporate Governance Officer
We have appointed a Corporate Governance Officer, whose main duties include handling matters related to the Board meetings and Shareholders’ Meetings in accordance with the law, preparing minutes of the Board meetings and Shareholders’ Meetings, assisting directors in taking office and taking continuing education courses, providing directors with materials required to perform duties, assisting them in complying with the laws and regulations, and handling other matters stipulated in the Articles of Incorporation or contracts.
- Board performance evaluation
We have established the Performance Evaluation Methods of the Board of Directors and have been conducting performance evaluations of the Board as a whole, individual directors, and functional committees on an annual basis. The results of the evaluations are not only used to improve the operation of the Board of Directors and functional committees, but are also used as a reference for the selection or nomination of directors, and the results of the evaluation of the performance of individual directors are used as a reference for the determination of their individual remuneration. In 2023, the self-evaluation results for the Board, individual directors, and functional committees all scored above 90 out of 100, showing good operating status and have been submitted to the Board.
To reinforce the independence and effectiveness of the performance evaluation of the Board, we, since 2020, have hired an external independent professional institution or a panel of external experts to conduct an external board performance evaluation at least every three years. We were honored to invite Taiwan Corporate Governance Association to conduct the external board performance evaluation in 2022. Following the advice of the association, we have reviewed and revised relevant systems and management processes and have submitted the results to the Board.
Evaluation Result:
The Company reports its yearly business objective for the next year to the Board at the meeting at the end of every year. As strategic guidance is one of the important functions of the Board, it is advised that all directors and executives, upon the stage of strategy formation, being part of the meeting to focus on discussing the Company’s mid- and long-term development goals and visions, assisting the board members to know better the operating conditions and industry perspectives of the Company and to strengthen the mutual trust of the team, so as to improve the guiding and supervisory functions of the board members.
The Company stipulated the “Regulations Governing Risk Management” in 2021 to regulate the identification, evaluation, and control of the daily operating risks, reporting the risk control execution to the Board regularly. It is advised that the Company makes references to the “Corporate Governance 3.0 -Sustainable Development Roadmap” published by the competent authority to reinforce the risk control functions of the Board. With the help of the Audit Committee, the Board would be able to supervise the overall risk control execution of the Company to respond to the ever-changing and complex operating environment.
The Company established a “Complaint Channel” on its website. However, it is advised that the Company gives a clear indication of the department in charge of the channel. In order to strengthen the independence of corporate governance and reporting system, it is suggested that an independent and reliable communication channel be built for employees, suppliers, and other stakeholders to directly or indirectly report the complaints to Independent Directors/Audit Committee. Through an integral whistleblower system, the Company shows how it values integrity and ethics.
The Company already made the Emergency Response Plan to define the definitions of the emergencies and the relevant reporting and handling procedures. However, the reporting procedure has not yet made a connection to the Board. It is advised that the Company raises the reporting level to the Board to ensure all board members are kept abreast of the Company’s contingencies in a timely manner so that the Directors can better fulfill their responsibilities.
- Director’s liability insurance
To establish a sound corporate governance mechanism and reduce the risks borne by directors and the Company, we purchased directors’ liability insurance for all directors in 2024 for an insured amount of USD 3 million. The insurance period is from March 10, 2024 to March 10, 2025. The purchase was reported to the Board on March 26, 2024. The information related to the insurance is also disclosed on the Market Observation Post System (MOPS).
- Directors’ continuing education
To strengthen the functions of the Board, we, as per the Corporate Governance Best Practice Principles and the competent authority’s regulations, arrange continuing education courses for directors regularly every year to keep abreast of domestic economic, environmental and social laws and regulations, including corporate governance topics related to finance, risk management, business, commerce, accounting, law or sustainable development.In 2023, a total of nine directors took sustainable development courses for a total of 61 hours; their training hours are 100% in compliance with the regulations.
- Directors’ remuneration
The Remuneration Committee was established in accordance with the Corporate Governance Best Practice Principles and is responsible for evaluating the remuneration policies and systems of our directors and managers in a professional and objective manner. The remuneration of the directors is paid in accordance with the Company’s Articles of Incorporation, and the Board of Directors is authorized to determine the remuneration for all directors based on the extent of their participation in the operations of and the value of their contribution to the Company, with the general standards of the industry considered.
Overall Board performance evaluation | Individual Board member performance evaluation | Functional committees’ performance evaluation |
|---|---|---|
The degree of participation in the Company’s operations | Understanding of company goals and tasks | The degree of participation in the Company’s operations |
Improvement to the decision-making quality of the Board | Awareness of directors’ responsibilities | Understanding of functional committees’ responsibilities |
Board composition and structure
| The degree of participation in the Company’s operations | Improvement to the decision-making quality of functional committees |
Directors’ election and continuing education | Internal relations management and communication | Composition of functional committees and appointment of members |
Internal control | Directors’ professionalism and continuing education | Internal control
|
Internal control |
- Protection of shareholders’ rights and interests
Convening of Shareholders’ Meeting: We appoint a professional and independent shareholder service agency to handle the affairs of shareholders’ meetings in accordance with the Rules of Procedure for Shareholders Meetings, to ensure that Shareholders’ Meetings are held legally, effectively, and securely. Shareholders can also vote by electronic means to exercise their rights as shareholders.
Information disclosure: We duly implement a spokesperson system. The spokesperson announces information to the public on behalf of the Company to ensure that information that may influence stakeholders can be disclosed in a timely and appropriate manner. In addition, we have set up a website in both Chinese and English and an email for investors, and all financial and business information is available on the website. We continue to improve the integrity and timeliness of information to be disclosed, including:
- We release material information on major resolutions adopted on the day after a Board meeting or a shareholders’ meeting is concluded.
- We disclose various types of information in English, including the Shareholders’ Meeting agenda handbook, the Shareholders’ Meeting notice, the annual report for the Shareholders’ Meeting, and the annual financial reports.
We regularly announce financial reports and relevant information on Shareholders’ Meetings, so that stakeholders can keep abreast of the Company’s operations in real time.
Sustainability
- Corporate sustainability policy and management
- Business Operations and Governance
- Environmental Sustainability and Development
- Supply Chain Management
- R&D and innovation and sustainable agriculture
- Happy Workplace
- Social Development and Care
- ESG Report
- FAO Global soil carbon re-fixation
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