Corporate Governance Operations

Assess criteria Current practices Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies
Yes No Summary description

1. Has the Company established and disclosed its corporate governance principles based on "Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies"?


Cowealth Group has always adopted good corporate governance practices and persisted in raising the transparency of its operations for shareholders' best interest. Cowealth Group has implemented a complete corporate governance framework, including the establishment of "Corporate Governance Code of Conduct" on May 7, 2020 and supplementary amendments on March 21, 2022 in line with the latest regulations on virtual shareholder meeting, both of which were approved during the respective board of directors meetings.

As explained in the summary

2. Shareholding structure and shareholders' interests

(1) Has the Company implemented a set of internal procedures to handle shareholders' suggestions, queries, disputes, and litigations?

 

(1) Cowealth Group has appointed a share transfer agent in Taiwan to handle shareholder service according to internal procedures. A spokesperson and acting spokesperson have also been assigned to handle shareholders' suggestions as outlined in procedures.

No material deviation is found

(2) Is the Company constantly informed of the identities of its major shareholders and the ultimate controller?

 

(2) The Company monitors the identities of its shareholders through the shareholder registry provided by the share transfer agent. The Company also maintains interaction with major shareholders to establish the identity of its ultimate controller. Any change in shareholders is investigated when filing monthly report.

(3) Has the Company established and implemented risk management practices and firewalls for companies it is affiliated with?

 

(3) The Company has established an internal control system in accordance with "Regulations Governing Establishment of Internal Control Systems by Public Companies," "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies," and "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" to support its supervisory efforts over subsidiaries. In addition to implementing clearly defined responsibilities and authorities between the Company and affiliated enterprises, appropriate firewalls have also been created based on risk assessment, and are being executed and managed persistently.

(4) Has the Company established internal policies that prevent insiders from trading securities against non-public information?

 

(4) Cowealth Group has "Insider Trading Prevention Policy" and "Illegal, Unethical, or Dishonest Conduct Reporting Policy" in place that prohibit any conduct likely to be construed as insider trading, which apply to all employees, managers, and directors of the Company, as well as any personnel who gain information through occupation or controlling relationship. The Company also encourages report of any conduct that is illegal or in violation of the Code of Ethical Conduct or Integrity Code of Conduct, and organizes internal training and awareness promotion on a regular basis.

3. Composition and responsibilities of the board of directors

(1) Has the board devised and implemented policies to ensure diversity of its members?

(1) The board of directors of Cowealth Group comprises members with practical experience in world-class businesses or academic experience in reputable institutions. The current board has one female director and three independent directors. Alternatively, visit the Company's website for details:https://www.cowealthholding.com

No material deviation is found

(2) Apart from the Remuneration Committee and Audit Committee, has the Company assembled other functional committees at its own discretion?

(2) Cowealth Group has assembled a Remuneration Committee and an Audit Committee; other functional committees will be assembled as needed in the future.

(3) Has the Company established a set of policies and assessment tools for evaluating board performance, and conducted performance evaluation on a yearly basis? Are performance evaluation results reported to the board of directors and used as reference for compensation and nomination decisions?

(3) The "Board of Directors Performance Assessment Policy" passed in 2020 specifies that: "When selecting or nominating independent directors, the board shall take into consideration the performance assessment of individual directors, and determine the level of compensation based on performance assessment of individual directors." Performance self-assessment of the board of directors for a given year is conducted at the beginning of the following year. The outcome of the 2022 internal and external performance assessment had already been reported during the board of directors’ meeting held on March 21, 2023, which will be used as reference for remuneration and nomination decisions for individual director in the future. Please see page 23-25 of this annual report.

(4) Are external auditors' independence assessed on a regular basis?

(4) The Company evaluates independence of financial statement auditors each year, and reports evaluation outcome to the board of directors. Evaluation of auditor independence for the most recent year (2023) was approved during the 23rd meeting of the 7th board dated March 21, 2023. Please see pages 32-34 of this annual report (Note 1) for details.

4. Has the TWSE/TPEX listed company

allocated adequate number of competent corporate governance staff and appointed a corporate governance officer to oversee corporate governance affairs (including but not limited to providing directors/supervisors with the information needed to perform their duties, assisting directors/supervisors with compliance issues, convention of board meetings and shareholder meetings, and preparation of board/shareholder meeting minutes)?

 

The Company’s Corporate Governance Officer has been approved by the board of directors through resolution on March 7, 2023, and Mrs. Li-Ching Chiao, Associate Director of Financial Department of Cowealth China has been appointed to concurrently act as the Corporate Governance Officer. She is equipped with the experience of management position of units related to legal, finance, stock affairs or corporate governance related affairs of public companies for more than three years. The Company has a corporate governance unit that is responsible for: providing timely information on MOPS or corporate website, assisting in the identification of shareholders with significant ownership interest, providing directors and supervisors with the information needed to perform duties, organizing ongoing education, overseeing matters concerning board meetings and shareholder meetings, executing company registration and changes, producing board meeting and shareholder meeting minutes, and regular assessment of CPA's independence and suitability.
The Company will arrange the Corporate Governance Officer to complete the 18-hour continuing education course within one year according to the provisions of the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies”.

No material deviation is found

5. Has the Company provided proper communication channels and created dedicated sections on its website to address corporate social responsibility issues that are of significant concern to stakeholders (including but not limited to shareholders, employees, customers and suppliers)?


The Company has created a dedicated stakeholders section on its website and implemented a set of "Illegal, Unethical, or Dishonest Conduct Reporting Policy" to properly respond to key corporate social responsibility issues that are of concern to stakeholders.
The Company has implemented internal communication channels for employees. Employees are able to reflect opinions through email or written correspondence.

No material deviation is found

6. Does the Company engage a share transfer agency to handle shareholder meeting affairs?

 

The Company has commissioned the Transfer Agency Department of CTBC Bank Co., Ltd. to handle shareholder services.

No material deviation is found

7. Information disclosure

(1) Has the Company established a website that discloses financial, business, and corporate governance-related information?

(1) The Company has set up an official website (http://www.cowealthholding.com) to disclose financial, business, and corporate governance-related information. Website disclosures are updated from time to time for investors' reference, and relevant disclosures are made onto MOPS according to rules.

No material deviation is found

(2) Has the Company adopted other means to disclose information (e.g. English website, assignment of dedicated personnel to collect and disclose corporate information, implementation of a spokesperson system, and broadcasting of investor conferences via the company website)?

(2) The Company maintains its website in three different languages (Traditional Chinese, Simplified Chinese, and English), and has assigned dedicated personnel to gather and disclose public information. Furthermore, a spokesperson system has been implemented within the organization. Proceedings of investor conference are placed on company website for information transparency.

(3) Does the Company publish and make official filing of annual financial report within two months after the end of an accounting period, and publish/file Q1, Q2, and Q3 financial reports along with monthly business performance before the required due dates?

(3) The Company complies with instructions of the authority and publishes/files annual and quarterly financial reports along with monthly business performance within the required timeframe. All above financial information is updated simultaneously onto the Company's website.

8. Does the Company have other information that enables a better understanding of the Company's corporate governance practices (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholders' interests, continuing education of directors/supervisors, implementation of risk management policies and risk measurements, implementation of customer policy, and liability insurance for directors and supervisors)?

 

(1) Employee rights and employee care: The Company has human resources policies and incentives in place to care for employees. All main subsidiaries that are actually involved in business activities have implemented their own welfare systems and protected employees' interests in compliance with the laws of the respective countries. Refer to section - “Five. Operational Overview - V. Labor-management relations” of this annual report.

(2) Investor relations, supplier relations, and stakeholders' rights: The Company has established internal policies on corporate social responsibility, such as "Integrity Code of Conduct" and "Sustainable Development Code of Conduct," to enforce corporate governance and promote compliance with regulations. The Board of Directors Conference Rules contain clauses on directors' recusal from interest-conflicting motions, which are duly executed.

(3) Ongoing education of directors and supervisors: All directors and independent directors complete at least 6 hours of training each year as required by laws. See the charts presented in pages 44-45 for details.

(4) Risk management policy and implementation of risk assessment standard: The Company devotes significant attention to maintaining robust risk management and internal audit systems. The Company complies with "Regulations Governing Establishment of Internal Control Systems by Public Companies" by presenting an annual audit plan to the board of directors and keeping the board informed on the execution progress and audit outcomes on a quarterly basis. These measures provide reasonable assurance to the effectiveness of the internal control system.

(5) Execution of customer policy: The Company has established its own "Integrity Code of Conduct" to enforce integrity in business activities. Contracts have been signed with customers to outline rights and obligations with each other.

(6) Liability insurance for directors and supervisors: The US$10 million liability insurance that the Company had purchased for directors, supervisors, and managers in 2022 remained active as of the publication date of annual report. The Company will renew the coverage before it expires in June 2023, and present important policy details in the upcoming board meeting.

No material deviation is found

9. Please explain the improvements made, based on the latest Corporate Governance Evaluation results published by TWSE Corporate Governance Center, and propose enhancement measures for any issues that are yet to be rectified. (Not required if the Company is not one of the evaluated subjects): None.

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