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Corporate Governance

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  • Development Committee

    With a view to improve corporate governance and meet its social and corporate ethics responsibilities, the Company established the Corporate Governance and Ethics Committee ("the Committee") under the helm of the chairman of the board of directors as a committee devoted mainly to the furtherance of corporate governance and business ethics. The Committee shall report to the Board of Directors the status of the implementation annually. In 2018, the Board of Directors approved the proposal for establishing a "Corporate Governance and Sustainable Development Committee ("the Committee") under the helm of the Board of the Directors, replacing the "Corporate Governance and Ethical Corporate Management Committee" under the helm of the chairman of the board of directors in order to formulate policies and procedures related to corporate governance and maintain a sound organization in charge of decision-making and implementation thereof. Through the implementation by the Legal Division, the Corporate Governance Team and the ESG Team under the Committee are responsible for the following matters respectively:

    I. The Corporate Governance Team:

    1. Implementation and Strengthening of Corporate Governance:
    (1) Analyzation of initiatives and trends of the international corporate governance and the blueprint of corporate governance of the Taiwan Financial Supervisory Commission, and propose solutions accordingly.
    (2) Charting of the course, annual projects and progress on corporate governance
    (3) Examination, suggestions and monitor on the effectiveness of existing corporate governance system and related projects of the year
    (4) Participation of the annual corporate governance evaluation of Taiwan Stock Exchange Corporation.
    (5) Examination, suggestions and monitor on the disclosure of information of the Company and its subsidiaries
    (6) Review on the governing relation among the Company and its affiliates
    (7) Other matters the Committee is responsible for pursuant to the Memorandum and Articles of Association and the by-laws of the Company
    2. Deterrence against Unethical Conducts
    (1) Introduction of business ethics and moral values into the business strategies of the Company and the adoption of related measures for observing business ethics
    (2) Adoption of plans for the prevention of unethical conducts and adoption of work-related standard procedures and behavioral principles tailored for each plan
    (3) Planning of intra-company organization, establishment and responsibility with a view to create a check-and-balance mechanism on business activities prone to higher risk of unethical practices
    (4) Implementation and coordination of the education and training on business ethics policies
    (5) Planning on the reporting system for ensuring the effectiveness of performance
    (6) Assistance provided for the Chairman of the Board and the managerial level on examining and evaluating whether or not the prudential measures adopted for implementing business ethics perform effectively and on completing reports on the evaluation of compliance of operating procedures

    II. The ESG Team:

    Implementation of Measures Relating to Corporate Social Responsibility
    (1) Formulating of policies and rules on corporate social responsibility
    (2) Drafting of annual objectives and proposals on corporate social responsibility
    (3) Monitor, examination and revision on the performance of corporate social responsibility
    (4) Producing and editing of the Corporate Social Responsibility Report and Responding requests from outside stakeholders.

    Unless it is necessary to adjust according to the circumstance, the Committee should hold at least a meeting once a year. Please refer to the annual report or the Market Observation Post System for the state of operation and attendance record of the Committee.

  • Corporate Governance Officer

    In 2018, the Company appointed Kun-Huang Chan, who has been in a managerial position for at least three years in handling legal affairs, legal compliance and corporate governance affairs, as chief corporate governance officer to be in charge of corporate governance affairs, including but not limited to:
    1. Handling matters relating to board meetings and shareholders meetings according to laws.
    2. Producing minutes of board meetings and shareholders meetings.
    3. Assisting in onboarding and continuous development of directors and supervisors.
    4. Furnishing information required for business execution by directors and supervisors.
    5. Assisting directors and supervisors with legal compliance.
    6. Other matters set out in the articles or corporation or contracts.

    Implementation of Corporate Governance Affairs in 2020
    The implementation of the corporate governance affairs by the corporate governance officer in 2020 includes the following items:
    1. Handling 11 meetings of the board of directors, 15 meetings of functional committees, and 1 meeting of shareholders in accordance with the law
    2. Managing and assisting the directors and supervisors in conducting internal and external education training and continuing education, which are 6 hours in total.
    3. Providing necessary documents and information to independent directors for the performance of their duties, which includes the manual of independent directors, advocacy for new directors, and Corporate Governance 3.0.
    4. Amendment to important regulations and policies:
    (1) Assisting directors with legal compliance, and amending the "Rules and Procedures of Board of Directors Meetings," "Corporate Governance Best-Practice Principles," "Procedures for Ethical Management and Guidelines for Conduct" in the first half year of 2020, which were submitted for the Board of Directors' and Corporate Governance and Sustainable Development Committee's approval on 12 August, 2020.
    (2) In the second half year of 2020, the corporate governance officer also assisted in amending the "Personal Information Protection Policy," "Regulations Governing Evaluation of the Performance of the Board of Directors" and the questionnaires, and promulgating the "Measures for Risk Assessment of Dishonest Behaviors." In addition, "Ethical Conduct Best Practice Principles" were revised to stipulate the requirement of reporting to the shareholder's meeting according to applicable laws.
    (3) Assisting the directors and senior management in issuing a statement of compliance with the integrity management policy, which requires the Company as well as all its subsidiaries to clearly stipulate the integrity management policy in its internal regulations, external documents and company websites to demonstrate the board of directors and senior management's commitment to the actively implementing the integrity management policy.
    5. Other matters set out in the articles or corporation or contracts.

    Situation of Corporate Governance Officer Participating in Corporate Governance Learning and Training
    The 2020 Annual Training Plans of the corporate governance officer are as follows:
    In accordance of the external laws and regulations, the corporate governance officer must attend mandatory training program for 18 hours in the first year. Currently the chief corporate governance officer has attended the seminar on issues with regard to the transactions with related parties, board effectiveness, anti- money laundry, and the role of risk management in corporate governance for 54 hours in total.

  • Information Disclosure

    Since 2011 when the Chailease Holding was publicly listed on the Taiwan Stock Exchange, it has participated in Company Information Disclosure Evaluation. After three years of continuous efforts, the rank of the Company has improved to the best A ++ rating. In the process, the Company implemented relevant laws and regulations, improved the establishment of policies and guidelines, and voluntarily disclosed Information in order to enhance the transparency of information. The Company also participated in the Corporate Governance Evaluation, which was conducted by the Taiwan Stock Exchange and the Taipei Exchange. Of the 1,617 listed companies that participated, Chailease Holding ranked in the top 5% in 2015, 2017, 2018, 2019, 2020 and 2021.

    In addition to publicly disclosing revenue on a monthly basis as stipulated by law, before the 25th day of every month, Chailease Holding voluntarily announces its profit situation in order to give the investing public a more immediate grasp of its revenue and profits. The company website completely discloses all significant information, including complete financial operations, important resolutions from the board of directors and important regulations, all of which provides complete information disclosure services. To ensure a complete public disclosure mechanism, a clear internal implementation process has been established and responsibility has been divided up. The information is classified according to type and attribute and the relevant business units are responsible for it. An internal division of labor, reviews, and a confirmation mechanism all ensure the accuracy of the information. In 2018, the company also amended the Chailease Holdings Information Announcement and Application Procedures. The Regulatory Compliance Unit also publicly provides information relevant to external laws and regulations and accordingly modifies the information for the other business units’ reference.