The Audit Committee assists the Board of Directors to supervise the Company and enhance corporate governance effects. The Audit Committee is responsible to review the following major matters::
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 Executive Committee under the Committee are responsible for the following matters respectively:
(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.
(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.
(1) Formulating of policies and rules on ESG.
(2) Drafting of annual objectives and proposals on ESG.
(3) Monitor, examination and revision on the performance of ESG.
(4) Producing and editing of the Sustainability Report and Responding requests from outside stakeholders.
(5) The "Sustainable Development and Think Tank Department" is the executive unit, and it is responsible for coordinating ESG related evaluation and serving as the direct contact window.
(1) Formulating an ESG performance index for the member of the ESG Executive Committee.
(2) Implementing the supervision and governance of the climate-related risks.
(3) Implementing other matters related to increase the Sustainability Impact.
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.
The Corporate Governance Officer of the Company is the highest management of the Legal Department. The Corporate Governance Officer has satisfied the requirement set forth in Article 23 of the “Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers”. The Corporate Governance Officer is 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. Reporting the compliance result of the nomination, election and the qualification of the independent director.
7. Handling matters related to change of director.
8. Other matters set out in the articles or corporation or contracts.
The implementation of the corporate governance affairs by the corporate governance officer in 2024 includes the following items:
1. Handling 11 meetings of the board of directors, 19 meetings of functional committees, 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 per director and supervisors.
3. Amendment to important regulations and policies: Assisting directors with legal compliance, and amending the “Rules and Procedures of Board of Directors Meetings”, “Rules and Procedures of Shareholders’Meeting”,“Intellectual Property Rights Management Manual”,“Measures of Information Management”,“Intellectual Property Internal Audit Procedures”, “Regulations Governing Evaluation of the Performance of the Board of Directors”, and “Corporate Sustainable Development Best Practice Principles.”
4. Other matters set out in the articles or corporation or contracts.
The 2024 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 12 hours in a year, newly appointed Corporate Governance Officer shall complete mandatory training program at least 18 hours in a year. Currently, the Corporate Governance Officer has attended the seminar on issues with regard to the“Securities Regulation and the Board Governance”, “Company Act and Operational Risk”, “The Liability of the Director and Supervisor”,“Insider Trading Prevention”, and “Sexual Harassment Prevention” for 14 hours in total.
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 2014, 2016-2020, and 2022.
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.