Governance Practices
| Item | Internal Regulations and Policies | Description | Operational Status |
|---|---|---|---|
| Procedures for the Prevention of Insider Trading | Procedures for the Prevention of Insider Trading | Succession Planning and Operation of Board Members 1. The election of the Company’s directors follows a candidate nomination system as prescribed in the "Articles of Incorporation." Furthermore, the "Corporate Governance Best Practice Principles" and "Procedures for Election of Directors" specify that the composition of the Board should consider diversity. A diversification policy is formulated based on the Company’s operations, business model, and development needs, covering standards in two major dimensions: basic requirements and values, and professional knowledge and skills. 2. The structure of the Board is determined by the scale of the Company’s business development and the shareholding status of major shareholders. Considering practical operational needs, an appropriate number of seats (at least five directors) shall be maintained. | Education and Awareness Training: The Company conducts education and awareness training on the "Procedures for the Prevention of Insider Trading" and relevant laws at least once a year for current directors, managers, and employees. For newly appointed directors and managers, training is arranged within three months of their inauguration. For new employees, the Human Resources department provides training during their pre-employment orientation. Training Sessions and Coverage: In 2023, training sessions were held on August 5 and December 5 (totaling 1,191 participants). In 2024, sessions were held on May 3 and September 3 (totaling 1,206 participants). Each session lasted 0.5 hours. The curriculum covered the confidentiality of material information and prevention of insider trading. Presentation materials were uploaded to the employee shared drive and posted on notice boards for those who were unable to attend. Notification of Closed Periods: On October 31, 2023, and November 12, 2024, the Company sent email notifications to all directors regarding the scheduled Board meeting dates for the following year and the specific closed periods (trading blackout periods) prior to the announcement of quarterly financial reports. Monthly Reminders and Compliance: On the 1st of every month, while conducting the monthly survey of insider shareholding changes via email, the Company simultaneously reminds insiders (directors and managers) of the prohibition on trading shares during closed periods: 30 days prior to the annual financial report announcement and 15 days prior to each quarterly report announcement. These reminders are sent to prevent directors and managers from inadvertently violating these regulations. |
| Employment Policy | Key Talent Development | Succession Planning and Operation of Board Members 1. The election of the Company’s directors follows a candidate nomination system as prescribed in the "Articles of Incorporation." Furthermore, the "Corporate Governance Best Practice Principles" and "Procedures for Election of Directors" specify that the composition of the Board should consider diversity. A diversification policy is formulated based on the Company’s operations, business model, and development needs, covering standards in two major dimensions: basic requirements and values, and professional knowledge and skills. 2. The structure of the Board is determined by the scale of the Company’s business development and the shareholding status of major shareholders. Considering practical operational needs, an appropriate number of seats (at least five directors) shall be maintained. | The Company implements an ongoing Director Succession Plan and maintains a database of potential director candidates based on the following criteria: (1) Possess integrity, responsibility, innovation, and decision-making capabilities that align with the Company’s core values, along with professional knowledge and skills beneficial to corporate management. (2) Possess industry experience relevant to the Company’s business operations. (3) The addition of the member is expected to continuously provide the Company with an effective, collaborative, and diverse Board that meets the Company’s needs. (4) The overall expertise of the Board must encompass corporate strategy and management, accounting and taxation, finance, and law. (5) The selection process for the list of director candidates must comply with qualification reviews and relevant regulations. This ensures that when a vacancy occurs or an increase in seats is planned, suitable new director candidates can be effectively identified and selected. To strengthen Board functions, the Company organizes annual continuing education courses for directors based on industry characteristics, director needs, and future trends. Furthermore, to familiarize senior management with Board operations, the Company regularly arranges for senior executives to attend Board meetings as observers, allowing them to gain insight into the operations of various units and increase their participation experience. To implement corporate governance and enhance Board functions, the Company conducts an internal Board performance evaluation at least once a year in accordance with the "Rules for Performance Evaluation of the Board of Directors." This mechanism ensures the effectiveness of Board operations, and the evaluation results serve as a reference for the nomination of directors for reappointment and the selection of new successors. |
| Succession Planning and Operation of Key Management At the beginning of the period, the Company establishes talent specifications for senior management and utilizes online assessment tools to inventory key talent and identify competency gaps. This process helps understand the strengths and areas for development of potential successors, enabling the effective formulation of Individual Development Plans (IDP). | Regarding management succession planning, in addition to completing the foundational training system, senior executives conduct One-on-One workshops. Individual Development Plans (IDP) centered on action learning and Coaching plans are formulated based on individual competency strengths and weaknesses. These development plans are integrated with annual project priorities. Besides appointing internal mentors for regular communication and guidance, external professional instructors are hired to incorporate external management practices and broaden management perspectives. Finally, the development effectiveness is reviewed through year-end performance evaluation reports and incentive programs. Talent is the Company's primary asset, and enhancing succession readiness for key positions is critical. Therefore, in addition to the management training system based on functional roles, the Company has been promoting the Key Position Talent Development Plan since 2019 to effectively develop potential successors. This plan operates on a flexible five-year cycle, with various talent development projects designed according to business needs to build the enterprise’s differentiated competitive advantage. Since 2019, a professional coaching team consisting of seven C-suite executives and external consultants has been formed. They provide one-on-one mentorship and coaching at least once a month for over 10 senior managers, sharing business philosophies and management methods. This process deepens the "FSP" cultural spirit among senior managers and guides them to use their own capabilities to navigate future environmental upheavals—particularly the global economic shifts under COVID-19—thereby selecting and cultivating a talent reservoir for the succession team. | ||
| Employment Policy | Employment Policy The Company commits to complying with national labor laws and refers to the "OECD Guidelines for Multinational Enterprises," "BSCI Code of Conduct," "ILO Conventions," and other applicable international conventions and guidelines to continuously improve working conditions and employee benefits for all staff. | The Company will periodically review and assess the impact of its business activities and internal management on human rights, the environment, and social welfare. It will adopt concrete measures and refine relevant regulations to fulfill its corporate social responsibility toward employees, consumers, stakeholders, and environmental sustainability. | |
| Remuneration Policy | 2024 Remuneration Policy | Remuneration Policy In 2024, all members of the Remuneration Committee attended all four meetings in person. The Committee disclosed information regarding the periodic review of performance evaluation policies, systems, standards, and structures for directors and managers. Meeting dates, proposals, and resolutions of the 2024 Remuneration Committee are disclosed in the attached files. | The Remuneration Committee held four meetings this year, on January 26, March 12, August 13, and September 6. Please refer to the attachment for the proposals, recommendations, and deliberation results. |
| Retirement Policy | Employee Retirement Application Employees may apply for voluntary retirement if they meet any of the following criteria: "15 years of service and aged 55 or older," "25 years of service," or "10 years of service and aged 60 or older." | Labor Pension Act (New System) Seniority: Defined Contribution Plan (DC Plan) | |
| a. Company's Monthly 6% Pension Contribution: In accordance with the "Monthly Contribution Classification Table of Labor Pension" issued by the Bureau of Labor Insurance, the Company contributes 6% of each employee's monthly wage to their individual labor pension account. b. Voluntary Employee Pension Contribution: Employees may also, at their own discretion, voluntarily contribute an additional amount (up to 6% of their monthly wage) to their pension account. | |||
| Anti-Corruption Management | Anti-Corruption Management | Anti-Corruption Management (Integrity Management) The Company has designated the Human Resources Center as the dedicated unit, equipped with sufficient resources and qualified personnel. This unit is responsible for the amendment, implementation, interpretation, and consulting services related to these procedures and behavioral guidelines, as well as the registration and filing of reports and supervision of execution. It reports regularly to the Board (the most recent report was on Dec 22, 2023). Its functions are as follows: 1. Assist in integrating integrity and ethical values into the Company’s business strategy and formulating preventive measures in accordance with laws. 2. Periodically analyze and assess the risk of unethical behavior within the business scope and formulate prevention programs, including standard operating procedures and conduct guidelines. 3. Plan internal organization, staffing, and responsibilities, and establish mutual monitoring and balance mechanisms for business activities with higher risks of unethical behavior. 4. Promote and coordinate integrity policy training and awareness. 5. Plan a whistleblowing system and ensure its effectiveness. 6. Assist the Board and management in auditing and evaluating whether preventive measures are operating effectively, and periodically assess compliance within business processes to prepare reports. 7. Prepare and properly maintain documented information regarding integrity management policies, compliance statements, and implementation status. | Procedures for Handling Unethical Conduct by Personnel Incentives and Discipline: The Company encourages internal and external personnel to report unethical or improper conduct. Based on the severity of the reported incident, rewards may be granted in accordance with the "Work Rules." If internal personnel are found to have made false reports or malicious accusations, they shall be subject to disciplinary action; in serious cases, they shall be dismissed. Reporting Channels and Requirements: The Company has established and announced independent reporting mailboxes and hotlines on both its official website and internal intranet (or may commission external independent agencies to provide such services). Whistleblowers should provide at least the following information: (1) The whistleblower’s name and ID number (anonymous reports are also accepted), along with a contact address, phone number, and email. (2) The name of the accused or other information sufficient to identify them. (3) Concrete evidence available for investigation. Handling Procedures and Protection: Personnel involved in handling reports must provide a written statement pledging to keep the whistleblower’s identity and report content confidential. The Company commits to protecting whistleblowers from improper treatment due to their reporting. The dedicated unit shall process reports according to the following procedures: (1) Reports involving general employees shall be reported to the department head; reports involving directors or senior executives shall be reported to the Independent Directors or Supervisors. (2) The dedicated unit and the aforementioned supervisors or personnel shall immediately investigate the facts, with assistance from the legal compliance or other relevant departments if necessary. (3) If it is confirmed that the accused has violated laws or the Company’s integrity management policies, they shall be ordered to cease the conduct immediately and face appropriate sanctions. When necessary, the Company will report to competent authorities, refer the case to judicial authorities for investigation, or seek damages through legal proceedings to protect the Company’s reputation and interests. (4) Documentation of the report acceptance, investigation process, and results must be retained for five years (electronic storage is permitted). If litigation related to the report occurs before the retention period expires, relevant data shall be preserved until the conclusion of the litigation. (5) For verified reports, relevant units shall be instructed to review internal control systems and operating procedures and propose improvement measures to prevent recurrence. (6) The dedicated unit shall report the incident, handling process, and subsequent improvement measures to the Board of Directors. Reporting Contact Information: Whistleblowing Hotline: 03-3635370 ext. 123 Whistleblowing Email: 123@fusheng.com.tw |
| Board Performance Evaluation | Board Performance Evaluation | Corporate Governance Officer The Company has established the Finance Center as the secretariat for the Board. On November 9, 2023, the Board appointed Chen, Chia-Ching, Manager of the Finance and Accounting Department, as the Corporate Governance Officer. He possesses over three years of experience in relevant management roles at public companies, meeting the legal qualifications. His primary responsibilities include managing corporate governance matters, providing directors and independent directors with materials required for their duties, assisting them in legal compliance, handling matters related to Board and Shareholders' meetings according to law, and preparing minutes for these meetings. | 這段文字的正式英文翻譯如下： The Company reported the results of the 2023 Board of Directors and functional committee performance evaluations to the Board of Directors on March 12, 2024. According to the Company’s performance evaluation measures, the most recent external evaluation was conducted on December 23, 2022, by a team of external experts and scholars. This expert team consists of professionals with expertise in accounting, law, and corporate governance. There are no circumstances involving the external evaluation institution or its executive members that would affect their independence from the Company; therefore, they possess full independence. The results of this external evaluation were reported to the Board of Directors on March 24, 2023. A summary of the Board performance evaluation results (internal/external) for each year, along with the improvement plans and actions, is provided in the link below. |
| Summary of Board Performance Evaluation Results and Improvement Plans/Actions (2020-2024) | |||
| Corporate Governance Officer | Corporate Governance Officer The Company has established the Finance Center as the secretariat for the Board. On November 9, 2023, the Board appointed Chen, Chia-Ching, Manager of the Finance and Accounting Department, as the Corporate Governance Officer. He possesses over three years of experience in relevant management roles at public companies, meeting the legal qualifications. His primary responsibilities include managing corporate governance matters, providing directors and independent directors with materials required for their duties, assisting them in legal compliance, handling matters related to Board and Shareholders' meetings according to law, and preparing minutes for these meetings. | Implementation of Corporate Governance Affairs in 2024: Meeting Planning and Coordination: Arranged and planned the annual schedules and agenda materials for the Board of Directors and each functional committee to ensure compliance with relevant laws and regulations. Director Continuing Education: Assisted in arranging continuing education courses for directors to ensure all members completed their required annual training hours. Shareholders' Meeting Management: Registered the date for the 2024 Annual General Shareholders' Meeting in accordance with legal requirements and prepared relevant meeting materials and the Annual Report in both Chinese and English. Performance Evaluations: Planned and arranged the 2024 performance evaluations for the Board of Directors, individual board members, and functional committees, with reports expected to be submitted to the Board in the first quarter of 2025. Continuing Education of the Corporate Governance Officer in 2024: According to regulations, a newly appointed Corporate Governance Officer must complete at least 18 hours of continuing education within one year of taking office and at least 12 hours each year thereafter. As of the end of 2024, the Company’s Corporate Governance Officer has completed the 18-hour training requirement for initial appointment and has filed the records with the competent authorities as required. | |
| 2024 Corporate Governace Training |