Evaluation Item | State of Operations | Gaps with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons | ||
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Yes | No | Summary | ||
1.Does the Company establish and disclose the Corporate Governance Best Practice Principles according to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? | V |
| The Company has established the Corporate Governance Best Practice Principles according to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and disclosed these Principles on the Market Observation Post System (MOPS) and SCI’s website. The latest version of the Corporate Governance Principle has been amended and approved on March 18, 2022. | None
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2.Equity structure and shareholders’ equity of the Company |
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(1)Does the Company establish internal procedures for handling shareholders' proposals, inquiries, disputes, and litigation? Were such matters handled according to these internal procedures? | V |
| A spokesperson / deputy spokesperson system has been established, and were assigned to handle shareholders' recommendations, disputes, and other questions. Matters related to the shareholders’ meeting were implemented according to the Rules and Procedures of Shareholders Meeting. | None |
(2) Does the Company maintain a register of major shareholders with controlling power as well as a register of persons exercising ultimate control over those major shareholders? | V |
| In compliance with the regulations, the Company disclosed changes in the shareholding of insiders on a monthly basis. During the book closure period, the stock agency will provide a list of shareholders to monitor changes in the shareholding of major shareholders. | None |
(3) Does the Company establish and enforce risk controls and firewall systems with its affiliated companies? | V |
| The Company proceeds and abides by in accordance with its Regulations Governing the Implementation of Internal Control Systems、Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises and the Procedures for Acquisition and Disposal of Assets. | None |
(4) Does the Company stipulate internal rules that prohibit insiders from trading securities using information not disclosed to the market? | V |
| The Company has stipulated the Ethical Corporate Management Best Practice Principles that prohibit insiders from trading securities using information not disclosed to the market. The company has amended the Corporate Governance Principle in the Board of Directors’ meeting on March 18, 2022, with the introduction of new control measures on the share trading by the company insider when acknowledging the financial report or relevant business contents of the company, which includes (but not limited to) that the Directors may not trade their shares within 30 days before the publishment of annual financial report and 15 days before the publishment of quarterly financial report. | None |
3.Composition and responsibilities of the Board of Directors |
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(1) Has a policy of diversity and specific management goals been established and implemented for the composition of the Board of Directors? | V |
| The Company referred to the regulations of Article 20 of the Corporate Governance Best Practice Principles to ensure that members of the Board of Directors have work experiences and professional skills required for business, financial, accounting, and corporate operations. For the details of implementation, refer to Page 108 of this Annual Report. | None |
(2) In addition to the Remuneration Committee and the Audit Committee established according to the law, has the Company voluntarily established other functional committees? |
| V | The Company shall, whenever appropriate, evaluate the necessity of establishing functional committees. | The Company will evaluate the necessity of establishing functional committees in the future. |
(3) Has the company stipulated the board of directors performance evaluation measures and method, conducted annual performance evaluation, and reported the performance evaluation results to the Board of Directors as a reference for individual directors' compensation and nomination? |
| V | The company has amended the Board of Directors’ Performance Evaluation Practices and Methods on November 6, 2020, and the evaluation of the Board of Directors’ performance for 2021 is completed on January 18, 2022, which was reported to the Board of Directors by the Head of Corporate Governance on the Board of Directors’ meeting on March 24, 2022, which shall be used as references for the Board of Directors and functional committee to determine the salary and remuneration of each Director and the nomination of continuous in office for the next term. | None |
(4) Does the company regularly evaluate the independence of CPAs? | V |
| After the self-evaluations conducted by the CPAs and the issuance of their Impartial and Independent Declaration, followed by the preliminary evaluation by the Manager level, the overall evaluation results were eventually submitted to the Audit Committee and Board of Directors for re-evaluation and resolution, the CPAs’ Independency evaluation was passed on November 5, 2021. Included evaluation items: The CPAs, the spouses of CPAs, and the minor children of CPAs having no investment or sharing a financial interest with the company, and the CPAs, the spouses of CPAs, and the minor children of CPAs having no financial debt with the company, etc. | None |
4.Is the company staffed with an appropriate number of qualified corporate governance personnel, does it designate a person as a corporate governance officer, responsible for matters related to corporate governance (including but not limited to providing directors and supervisors with the necessary information to perform business, assisting directors and supervisors in compliance, handling matters related to the Board of Directors meeting and the shareholders' meeting in accordance with the laws, handling company registration and registration of changes, and keeping minutes of the Board of Directors meeting and the shareholders' meeting)? | V |
| The company’s Head of Corporate Governance is concurrently served by the Manager of F&A, Deiter Yang, who has the experience of serving as the Head of Accounting and Finance in Public Listed Companies for 19 years and with a CPA qualification. 1.The scope of the Head of Corporate Governance’s authority and responsibilities: 1.1 Handling the related matters of the Board of Directors’ meeting and shareholders’meeting. 1.2 Preparing the minutes of the Board of Directors’ meeting and shareholders’meeting. 1.3 Assisting the Directors’ onboarding and continuous learning. 1.4 Providing the required data for Directors to perform their duties. 1.5 Assisting the Directors’ compliance with laws and regulations. 1.6 Other matters stipulated in the company’s Article of Incorporation or agreements. 2.The focus on the execution of corporate governance in 2021: 2.1 Ensuring compliance with laws and regulations. 2.2 Assisting the Directors’ continuous learning and compliance with laws and regulations. 2.3 Providing related corporate governance information to the Directors. 3.The continuous learning of the Head of Corporate Governance in 2021: 3.1 September 1 / The 13th Taipei Corporate Governance Forum / SFI / 6 hours 3.2 September 17 / Employee and director compensation / SFI / 3 hours 3.3December 10 / The global risks acknowledge / SFI / 3 hours | None |
5.Has the Company established a communication channel with stakeholders (including but not limited to shareholders, employees, customers, and suppliers)? Has a stakeholders’area been established on the company website? Has the Company addressed major corporate social responsibility (CSR) topics that the stakeholders are concerned in a proper manner? | V | The company has established a daily communication channel with stakeholders, and set up a special area for interested parties on the company's website to facilitate the use of stakeholders. The Company shall respond to the issues of concern to the interested parties by the Spokesperson or the Responsible Supervisor in a unified manner. On June 25, 2021, the Head of Corporate Governance of the Company reported to the Board of Directors on the actual communication with the interested parties. | None | |
6.Has the Company delegated a professional stock agency to handle shareholders’ meetings? | V |
| The company has delegated Horizon Securities Corp. to be in charge of handling affairs pertaining to shareholders’ meetings. | None |
7.Information disclosure |
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(1) Did the Company establish a website to disclose information on financial operations and corporate governance? | V |
| The company has established the official website for disclosing information on finances, business operations, and corporate governance. Links with Market Observation Post System (MOPS) have also been established to provide the prompt disclosure of information. | None |
(2) Did the Company adopt other ways of information disclosure (such as establishing an English language website, delegating a professional to collect and disclose company information, implementing a spokesperson system, and disclosing the process of investor conferences on the company website)? | V |
| The company has established Chinese/English website and assigned persons to maintain and disclose corporate information through the website. The company has also fulfilled a spokesperson system. The company participated in the institutional investors’ conference held by securities exchanges or other institutes and uploaded the brief and video of the conferences on the company’s website or MOPS for investors and shareholders to reference and review. | None |
(3) Does the company publicly announce and declare the annual financial report within two months after the end of the fiscal year, and publicly announce and declare the financial reports for the first, second, and third quarters and the monthly operating status early before the specified deadline? | V | Starting from the second and third quarters of 2021, the financial report shall be approved or proposed by the Board of Directors 7 days before the publish date and shall be published within a day after it’s approved or proposed. In addition, the monthly revenue of the company shall be published 1 to 2 days before the publish date. | The company is currently not able to declare and publish the annual financial report within 2 months after the fiscal year ended. | |
8.Has the Company provided important information to provide better understanding of the state of corporate governance (including but not limited to employees’ rights, employee care, investor relations, supplier relations, stakeholders’ rights, progress of training of Directors, risk management policy and state of implementing risk impact standards, state of implementing customer policies, and the Company’s purchase of liability insurance for its Directors and Supervisors)? | V |
| 1.Employee rights: The recruitment of new employees is based on the principle of equality, including the employment of people who are physically and mentally challenged, as well as middle-aged and elderly workers. The company strictly complies with the Labor Standard Act and related laws and regulations to protect human rights and employee rights. The company holds the labor-management council every quarter to promote two-way communications, and harmonious labor-management relation has been maintained, which resulted in zero labor-management disputes arising until this day. 2.Employee cares: 2.1 The company provides emergency aid and assistance to employees, with the management participating in employees’weddings, funerals, and other events. 2.2The company invites the family of employees to participate in the company travels, end-of-the-year banquets, and other events. 2.3The management has meals with employees regularly to understand their living conditions. 2.4 Due to the impact of the fire at the end of 2020, the average salary of full-time employees who were not in supervisory positions in 2021 was reduced to NT$ 696,000, ranking 62 out of 114 listed biotechnology and medical industries. 3.Investors relationship: The company fully disclosed information on SCI’s website to allow investors to understand its operation instantly. The company communicated with investors through shareholders' meetings, investor conferences, and a spokesperson system. 4.Supplier relationship: The company operates with the mindset of partnerships, practicing principles of equality and reciprocity to create a win-win situation for all. The company conducts audits irregularly to understand the operation of suppliers and to ensure the security of the supply chain. In addition, the company manages the supplier relationships following the “Ethical Corporate Management Best Practice Principles” and “Environmental Safety and health management of procurement practices,” with regular audits and reports provided to the President. 5. Stakeholders’ rights: The company values good relationships between our stakeholders, including employees, investors(shareholders), clients, government authorities, communities, suppliers, and others. In addition to performing the rights and obligations by following laws, regulations, related agreements, and operational requirements, the company uphold the principle of good faith, maintaining decent communication channels to protect the legal rights of all parties. 6.State of training of Directors: To enhance the promotion of corporate governance, the company has been requiring the Directors to participate in continuous learning. Please refer to the descriptions on page 130. 7.The implementation of risk management policies and risk measurement standards: policies and risk measurement standards:Please refer to Page 118-124 for the descriptions of the analysis and evaluation of risk matters. 8.State of implementing customer policies: The company provides our clients all over the world with products in compliance with GxP/ISO 9001 to ensure the satisfaction of our clients and has been continuously improving the quality system to meet the latest government laws and international regulations. According to the satisfaction survey retrieved from our clients in 2022, the company received a score of 48 out of 50. The item that brought the highest satisfaction was the quality and the client service, and the lowest was the price. 9.Liability insurance for the directors purchased by the company:: by the company::The company insured a US$3 million coverage from the property insurance company. The coverage amount, scope of insurance, and rates of insurance fee on the agreement signed on August 3, 2021, were reported in the Board of Directors’ meeting on August 6, 2021. | None |
9.Improvements made in the most recent year in response to the results of corporate governance evaluation conducted by the Corporate Governance Center of Taiwan Stock Exchange Corporation (TWSE), and prioritized matters and measures to be improved for matters that have not been improved. | V |
| 1.The result of the ninth Evaluation of Corporate Governance has been announced by the TWSE, and the company received a score of 87.48 as one of the companies listed in the top 21% to 35% 2.Major defects that failed to meet the requirements in the Evaluation of Corporate Governance: 2.1 The annual report reveals that the items of managers' performance evaluation are not detailed. 2.2 The website and annual report reveal that the board of directors' supervision of sustainable development (such as the formulation and review of management guidelines, strategies and goals) is not detailed. 3. Status of Improvement: 3.1 This year, the item of manager performance evaluation will be added. 3.2 This year, the board of directors will increase the formulation and review of sustainable development management guidelines, strategies and goals. | None |