Investor Relationship

Company Organization

Members of the Board of Directors

Title Name Key Educational Background and Experience
Chairman Ho, Chia-Chin

EMBA, National Chung Hsing University
U.S. Filter

Director Chang, Hsiang-Chi

Currently serves as the President of our company
Master of Institute of Environmental Engineering, National Cheng Kung University
U.S. Filter

Director Liao, Jen-Jui

Currently serves as the Vice President of our company
EMBA, National Chung Hsing University
U.S. Filter

Director Cho, Kuang-Ming

Corporate Representative of Jiao Shui Investment Co., Ltd.
Master of Institute of Mechanical and. Electro-Mechanical Engineering, National Sun Yat-sen University

Independent Director Chu, Tsung-Lung

Currently serves as an attorney at Zhe Ming Attorneys-At-Law
Doctor of Juridical Science, University of Wisconsin–Madison
Independent Director and Remuneration Committee Member, Channel Well Technology Co., Ltd.
Chairman, Mai Wei Investment Co., Ltd.
Chairman, Ming Yuan Consulting Co., Ltd.
Assistant Professor, National Chung Hsing University
Assistant Professor, National Taichung University of Science and Technology

Independent Director Chuang, Shun-Hsing

Currently serves as a Professor at Institute of Environmental Engineering, National Central University
PhD. of Institute of Environmental Engineering, National Central University

Independent Director Chen, Hsiao-Hsuan

Currently serves as a Certified Public Accountant in Practice of He Zhong Accounting Firm
Department of Accounting, Australia Royal Melbourne Institute of Technology (RMIT University)
Manager, Mi-Li Lu Bookkeeper and Tax Return Filing Agent Firm

Internal Audit Committee、Compensation Committee


Audit Committee

 
Title Name Key Educational Background and Experience
Committee member Chu, Tsung-Lung

Currently serves as an attorney at Zhe Ming Attorneys-At-Law
Doctor of Juridical Science, University of Wisconsin–Madison
Independent Director and Remuneration Committee Member, Channel Well Technology Co., Ltd.
Chairman, Mai Wei Investment Co., Ltd.
Chairman, Ming Yuan Consulting Co., Ltd.
Assistant Professor, National Chung Hsing University
Assistant Professor, National Taichung University of Science and Technology

Committee member Chuang, Shun-Hsing

Currently serves as a Professor at Institute of Environmental Engineering, National Central University
PhD. of Institute of Environmental Engineering, National Central University

Committee member Chen, Hsiao-Hsuan

Currently serves as a Certified Public Accountant in Practice of He Zhong Accounting Firm
Department of Accounting, Australia Royal Melbourne Institute of Technology (RMIT University)
Manager, Mi-Li Lu Bookkeeper and Tax Return Filing Agent Firm


Remuneration Committee

 
Title Name Key Educational Background and Experience
Committee member Chu, Tsung-Lung

Currently serves as an attorney at Zhe Ming Attorneys-At-Law
Doctor of Juridical Science, University of Wisconsin–Madison
Independent Director and Remuneration Committee Member, Channel Well Technology Co., Ltd.
Chairman, Mai Wei Investment Co., Ltd.
Chairman, Ming Yuan Consulting Co., Ltd.
Assistant Professor, National Chung Hsing University
Assistant Professor, National Taichung University of Science and Technology

Committee member Chuang, Shun-Hsing

Currently serves as a Professor at Institute of Environmental Engineering, National Central University
PhD. of Institute of Environmental Engineering, National Central University

Committee member Chen, Hsiao-Hsuan

Currently serves as a Certified Public Accountant in Practice of He Zhong Accounting Firm
Department of Accounting, Australia Royal Melbourne Institute of Technology (RMIT University)
Manager, Mi-Li Lu Bookkeeper and Tax Return Filing Agent Firm



Management Team

Title Name Key Educational Background and Experience
President Chang, Hsiang-Chi

Master of Institute of Environmental Engineering, National Cheng Kung University

Vice President Liao, Jen-Jui

Department of Mechanical Engineering, Chien Hsin University of Science and Technology
EMBA, National Chung Hsing University

Financial Officer Tseng, Hsiao-Wen

Department of Accounting, Chaoyang University of Science and Technology
EMBA, Tung Hai University
Financial Manager, Channel Well Technology Co., Ltd.

Accounting Officer Huang, Chia-Chi

Department of Business Management, National Sun Yat-sen University
Deputy Manager of Audit Department, Deloitte Taiwan



Board Member Composition Diversity Policy

Subject Content
Member Composition Diversity Policy and Achievement Status

Our company has established the “Procedures for Elections of Directors” and the factor of member diversity is also considered. The objective is to have at least one female director, at least one director with a legal professional background, at least one director with a professional background in finance and accounting, and at least one director with a professional background in environmental engineering.
All seven board members are equipped with professional and industrial educational backgrounds and experience in relevant practices. In addition, the member composition is diverse. For instance, there are two female directors, one director with the legal professional background, one director with the professional background in finance and accounting, and five directors with the professional background in environmental engineering. Accordingly, the board structure of the company is comprehensive and sound.

Title Name Gender Board Member Competence
Chairman Ho, Chia-Chin Male

Operational judgment, business management, crisis handling, industry knowledge, international view and leadership with decision making capabilities

Director Chang, Hsiang-Chi Female

Operational judgment, finance and accounting, business management, crisis handling, industry knowledge, international view and leadership with decision making capabilities

Director Jen-Jui Liao Male

Operational judgment, business management, crisis handling, industry knowledge, international view and leadership with decision making capabilities

Director Kuang-Ming Cho Male

Operational judgment, business management, crisis handling, industry knowledge, international view and leadership with decision making capabilities

Independent Director Tsung-Lung Chu Male

Operational judgment, business management, crisis handling, industry knowledge, international view and leadership with decision making capabilities

Independent Director Shun-Hsing Chuang Male

Operational judgment, business management, crisis handling, industry knowledge, international view and leadership with decision making capabilities

Independent Director Hsiao-Hsuan Chen Female

Operational judgment, finance and accounting, business management, crisis handling, industry knowledge, international view and leadership with decision making capabilities

Our company assigns the Management Department to be responsible for the implementation of corporate ethical management related affairs. Our company's 2023 ethical management implementation status has been reported to the Board of Directors of the company on December 27, 2023 as follows:

Item Implementation Status
Yes No Summary
I. Establishment of ethical management plans
(I) Has the company established ethical management policies approved by the Board of Directors’ meeting and stated in its memorandum or external correspondence about the policies and practices it has to maintain business integrity? Are the Board of Directors and senior management committed to fulfilling this commitment?
V Our company has established the “Code of Ethical Conduct”, “Ethical Corporate Management Best Practice Principles”, “Procedures for Ethical Management and Guidelines for Conduct”, “Regulations for Whistleblower Channel and Protection System” in order to specify ethical and moral value. In addition, relevant fraud prevention measures have also been established to ensure ethical management. Please refer to the Market Observation Post System (MOPS) website and our company's website for relevant information.
(II) Has the company established assessment mechanism for unethical conduct risk, performed periodic analysis and assessed operating activities of relatively higher unethical conduct risk in the scope of business, and has established unethical conduct solution accordingly, and at least covering the preventive measures for the conducts described in each subparagraph of Paragraph 2 of Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”? V Our company has established the “Ethical Corporate Management Best Practice Principles” and the “Procedures for Ethical Management and Guidelines for Conduct” in order to specify the definition of unethical conducts and handling procedures have also be specified. In addition, prevention is also implemented through internal control system, auditors also conduct audit on the compliance with various systems, and the external personnel are also encouraged to report any unethical conduct.
(III) Has the company defined and enforced operating procedures, behavioral guidelines, penalties and grievance systems as part of its preventive measures against unethical conducts? Are the above measures reviewed and revised on a regular basis? V Our company has established the “Procedures for Ethical Management and Guidelines for Conduct” and the “Regulations for Whistleblower Channel and Protection System” in order to specify procedures for handling, reward/punishment, reporting system and disciplinary action, etc. for any unethical conducts, such as bribe-offering and bribe-taking conducts, offering or accepting illegal benefits and infringement of trade secrets, etc., in order to use such procedures and regulations as the code of conduct of our company. Furthermore, information on regulatory amendments made by competent authorities is reviewed periodically, prevention is implemented through internal control system, and auditors also conduct audit on the compliance with various systems, in order to comply with the current regulations and rules.
II. Implementation of Ethical Management
(I) Has the company evaluated the record of the counterparties on business ethics, and explicitly stated business integrity as an integral part of the contracts when entering into agreements with counterparties of trade?
V During the evaluation of transaction counterparties, our company conducts credit check and assessment on customers and suppliers. In addition, ethics and integrity commitment clauses are also specified in engineering contracts and technical equipment contracts.
(II) Has the company established a dedicated unit directly under the Board of Directors and is responsible for the implementation of corporate ethical management, and reporting its ethical management policy and proposal for prevention of unethical conducts as well as supervision of implementation status to the Board of Directors’ meeting periodically (at least once annually)? V Our company assigns the Management Department to be responsible for the implementation of “Procedures for Ethical Management and Guidelines for Conduct” and the “Ethical Corporate Management Best Practice Principles”. The Audit Department arranges audit plan according to the assessment result on the risk of unethical conducts, in order to ensure the implementation of ethical management, to prepare audit reports and to report to the Board of Directors periodically.
(III) Has the company defined and enforced operating procedures, behavioral guidelines, penalties and grievance systems as part of its preventive measures against unethical conducts? Are the above measures reviewed and revised on a regular basis? V The “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Management and Guidelines for Conduct” of our company have established regulations related to recusal for conflicts of interest and reporting channels. In addition, the contact unit and method have also been disclosed on our company’s website.
(IV) Has the company implemented an effective accounting policy and internal control system to maintain business integrity? Has an internal or external audit unit been assigned to devise audit plans based on the outcome of integrity risk assessment, and to audit employees' compliance with various preventions against unethical conduct? V Our company has established sound accounting system and internal control system, and such systems have been implemented properly. The Audit Department arranges audit plan according to the assessment result on the risk of unethical conducts, in order to ensure the implementation of ethical management, and to prepare audit report. Certified Public Accountant (CPA) also conducts periodic audit on the internal control system annually.
(V) Has the company provided internal and external training on topics of ethical management? V Our company promotes the concept and regulations of ethical management in meetings and via emails irregularly, in order to allow all employees to understand its importance and to incorporate such concept and regulations in daily business operation.
III. Implementation Status of the Company’s Reporting System
(I) Has the company established a substantive reporting and reward and punishment system and convenient channels for reporting, and appointed designated personnel for handling the targets of reports?
V Our company has established reporting and reward system, reporting channel and acceptance procedure in the “Procedures for Ethical Management and Guidelines for Conduct” and the “Regulations for Whistleblower Channel and Protection System”, and has also disclosed reporting channel and contact information for stakeholders on the company’s website, and dedicated personnel have been assigned to handle reported cases.
(II) Has the company established standard operation procedures for responding to reports and complaints, the measures to be taken after the investigation, and related mechanisms for confidentiality? V Article 21 of the “Procedures for Ethical Management and Guidelines for Conduct” and the “Regulations for Whistleblower Channel and Protection System” established by our company have specified reporting system and channel. In addition, the feasibility and effectiveness of the procedures and regulations are reviewed and revised periodically.
(III) Has the company taken any measures for the protection of the informants or reporters from suffering undue treatment? V Article 21 of the “Procedures for Ethical Management and Guidelines for Conduct” and the “Regulations for Whistleblower Channel and Protection System” established by our company have specified measures for protecting informants and reporters, and the procedures and regulations are also reviewed and revised periodically.
IV. Has the company enhanced the disclosure of the content of its Corporate Governance Best Practice Principles and the effectiveness of the implementation of the principles on its website and the MOPS website? V Relevant regulations and implementation results are disclosed on the MOPS website and our company’s website.


Internal Audit Implementation Status

Subject Content
Internal Audit Organization

1. Our company's internal audit is an independent unit, and it is staffed with an Audit Officer and agents, which is established under the Board of Directors directly.
2. The basic information, educational background, experience and training information of auditors are reported to the Financial Supervisory Commission (FSC) via an internet information system before the end of January of each year according to the regulations of FSC.
3. Our company values internal audit and provides full authorization in order to promote proper audits, to assess deficiencies of the internal control system and to measure the effect and efficiency of operations, and also assists the Board of Directors and the management to perform their duties effectively, thereby implementing corporate governance system thoroughly.

Internal Audit Operation

1. An annual audit plan is established at the end of each year according to the risk assessment mechanism and relevant regulatory requirements. After the approval by the Board of Directors, an audit is performed according to the plan.
2. The internal audit implementation status is discussed with the Audit Committee and reported to the Board of Directors periodically.
3. The improvement status of the internal efficiencies and abnormalities found during the internal audit is tracked periodically.
4. The internal audit self-assessment is reviewed in order to ensure that the system is maintained properly and implemented effectively. In addition, self-review result is also prepared for submission to the Audit Committee and the Board of Directors for discussion.

Appointment and Discharge of Internal Auditors

The “Corporate Governance Best Practice Principles” of our company have explicitly specified that the appointment, discharge, evaluation and remuneration of internal auditors shall be reported by the Audit Officer to the Chairman for approval.

Communication Status of Independent Directors and Internal Audit Officer

1. The Internal Audit Officer reports the monthly internal audit implementation status to the independent directors, and the independent directors may request the Internal Audit Officer to supplement information and provide a report depending upon the situation.
2. In case of any major abnormal event, the Internal Audit Officer reports such event to the independent directors.
3. The Internal Audit Officer provides internal audit implementation status report during the Audit Committee meeting discussion and the Board of Directors’ meetings periodically.
4. The Internal Audit Officer participates in communication meetings with independent directors and CPAs at least twice annually.
5. The communication outcome and status are proper, and the key communication focuses are as follows:
 

Date

Communication Focus

Opinion of Independent Directors

2023/03/10

Internal audit implementation status report for October-December 2022

No opinions on this issue

Internal audit implementation status report for January 2023

No opinions on this issue

Discussion on proposal for 2022 “Internal Control System Effectiveness Evaluation” and “Statement of Internal Control System” of our company

No opinions on this issue

2023/05/11

Internal audit implementation status report for February-March 2023

No opinions on this issue

Discussion on proposal of appointment of our company's Audit Officer

No opinions on this issue

2023/08/10

Internal audit implementation status report for April-June 2023

No opinions on this issue

2023/11/08

Internal audit implementation status report for July-September 2023

No opinions on this issue

Discussion on proposal of our company's 2024 audit plan

No opinions on this issue

Communication Status of Independent Directors and Certified Public Accountant (CPA)

1. Our company’s CPAs provide report and perform sufficient communication in person with the independent directors on matters related to the financial report, financial key audit and corporate governance.
2. Meetings may be convened at any time in case of major abnormal events.
3. The communication status is proper, and the key communication focuses are as follows
 

Date

Communication Focus

Opinion of Independent Directors

2023/03/10

1. Matters for communication with the corporate governance unit and the management

1.1 Independence of CPAs

1.2 Content of customer declaration

1.3 Scope of audit of the Group

1.4 Key audit matters

1.5 Audit difference summary

1.6 2022 CPA expected audit opinion

1.7 Key amendments to the International Code of Ethics for Professional Accountants (IESBA Code)

No opinions on this issue

2. Regulatory Updates of Securities and Exchange Act

No opinions on this issue

2023/11/08

1. Matters for communication with the corporate governance unit and the management               

1.1 Independence of CPAs

1.2 Content of customer declaration

1.3 Scope of review of the Group

1.4 Business operation overview

1.5 Audit difference identified during review

1.6 Review report issued by CPAs

1.7 KAM (Key Audit Matters)

1.8 End-of-term planning

No opinions on this issue

2. Regulatory Updates of Securities and Exchange Act

No opinions on this issue


Audit Committee Implementation Status

Audit Committee and Board of Directors
Date/Session
Proposal Content Audit Committee Resolution Result Response of the Company to Opinions of Audit Committee

112/03/10
15th Meeting of 2nd Term of Audit Committee Meeting

112/03/10
17th Meeting of 8th Term of Board of Directors’ Meeting

1. Proposal for 2022 business report and financial statements of our company
2. Proposal for 2022 distribution of earnings of our company
3. Proposal for change of CPAs of financial statements of our company
4. Proposal for assessment on the independence and competency of CPAs of our company
5. Proposal for 2023 remuneration of CPAs of our company
6. Proposal for the establishment process and general policy on non-assurance service prior consent of Ernst & Young and its affiliates, and the Audit Committee of our company is appointed to represent all applicable individuals in the Group to provide prior consent
7. Proposal for internal audit implementation status
8. Proposal for 2022 “Internal Control System Effectiveness Evaluation” and “Statement of Internal Control System” of our company

Approved by all Audit Committee members Approved by all attending directors

112/05/11
16th Meeting of 2nd Term of Audit Committee Meeting

112/05/11
18th Meeting of 8th Term of Board of Directors’ Meeting

1. Proposal for 2023 Q1 consolidated financial statements of our company
2. Proposal for appointment of the Financial Officer of our company
3. Proposal for appointment of the Accounting Officer of our company
4. Proposal for appointment of the Audit Officer of our company
5. Proposal for internal audit implementation status

Approved by all Audit Committee members Approved by all attending directors

112/06/09
1st Meeting of 3rd Term of Audit Committee Meeting

1. Proposal for selection of the convener and meeting chair of the Audit Committee of our company

Approved by all Audit Committee members Approved by all attending directors

112/08/10
2nd Meeting of 3rd Term of Audit Committee Meeting
112/08/10
2nd Meeting of 9th Term of Board of Directors’ Meeting

1. Proposal for 2023 Q2 consolidated financial statements of our company
2. Proposal for internal audit implementation status
3. Proposal for amendment to parts of the provisions of the “Rules of Procedure for Shareholders’ Meeting” of our company

Approved by all Audit Committee members Approved by all attending directors

112/11/08
3rd Meeting of 3rd Term of Audit Committee Meeting

112/11/08
3rd Meeting of 9th Term of Board of Directors’ Meeting


1. Proposal for 2023 Q3 consolidated financial statements of our company
2. Proposal for our company’s 2023 cash capital increase with issuance of new shares and issuance of first domestic secured convertible corporate bonds
3. Proposal for 2023 remuneration of CPAs of our company
4. Proposal for internal audit implementation status
5. Proposal for 2024 audit plan of our company
6. Proposal for appointment of Information Security Officer and information security personnel of our company

Approved by all Audit Committee members Approved by all attending directors

112/12/27
4th Meeting of 3rd Term of Audit Committee Meeting

112/12/27
4th Meeting of 9th Term of Board of Directors’ Meeting

1. Proposal for 2024 remuneration of CPAs of our company
2. Proposal for 2024 operating budget of our company
3. Proposal for promoting our company’s Manager Chun-Ying Li, Manager Chien-Jen Chen and Manager Yu-Hen Huang to be Assistant Vice Presidents
4. Proposal for amendment to parts of the provisions of the “Payroll and Personnel cycle” of the internal control system of our company
5. Proposal for amendment to parts of the provision of the “Procedures for Prevention of Insider Trading and Handling of Internal Material Information” of our company

Approved by all Audit Committee members Approved by all attending directors



Succession Planning for Important Management

Subject Content
Succession Planning and Operation Status of Board Members

To enhance corporate governance and to link up with the world, our company has established the Audit Committee in 2017 earlier than the schedule (no later than 2022) for the establishment of Audit Committee according to the request of the competent authority.
After the establishment of the Audit Committee of our company, there are a total of seven directors (including three independent directors). The professional background of the board members includes the academic and practical fields of management, accounting, law, environmental resource and engineering, and the board members are also equipped with diverse industry and academic background and knowledge, such that they are able to provide professional opinions from different perspectives, thereby stably improving the business performance and management efficiency of the company.

The board composition structure and member selection of our company comply with the Procedures for Elections of Directors of our company, such that outstanding personnel in various fields are elected, in order to achieve board composition diversity and professionalism. Accordingly, the board members are able to provide corporate management policies and advises comprehensively and to enhance the function of corporate governance.

Our company expects to activate the board member succession plan for the 10th term of the board of directors and will arrange senior managerial officers of our company to enter the board in order to become familiar with the board operation to receive relevant training. In addition, the participation level of senior managerial officers in their business units and their job skill learning and management will also be enhanced at the same time.



Workplace Diversity and Gender Equality Promotion Policy

Subject Content
Workplace Diversity and Gender Equality Promotion Policy

The company's employees' promotion, salary, promotion and remuneration are based on their job categories, academic experience, professional knowledge and skills, professional years of experience and personal performance, and do not differ based on age, gender, race and other factors. In accordance with the Labor Standards Act, the Gender Equality at Work Act, the Sexual Harassment Prevention Act and other relevant laws and regulations, we formulate employee handbooks, maintain a good environment, and implement equal remuneration, employment conditions, training and promotion opportunities.

Employee nationality:

Items

Proportion of all employees(%)

National employees

100%

Foreign employees

0%

Female diversity:

Items

Proportion of all employees/supervisors(%)

Female employees

34.72%

Female executive

33.33%

Others:

Items

Proportion of all employees(%)

Employees under 30 years old

50%

Employees aged 30-50 years old

43.05%

Employees over 50 years old

6.94%

Important Company Internal Regulations

Regulations Download
Articles of Incorporation
Regulations for Whistleblower Channel and Protection System
Procedures for Ethical Management and Guidelines for Conduct
Regulations for Performance Evaluation of the Board of Directors
Rules Governing Financial and Business Matters Between the Company and its Affiliated Enterprises
Remuneration Committee Charter of the Company
Regulations Governing Scope of Responsibility of Independent Directors of the Company
Regulations Governing Scope of Responsibility of Audit Committee of the Company
Ethical Corporate Management Best Practice Principles of the Company
Rules of Procedure for Board of Directors Meetings of the Company
Procedures for Elections of Directors and Supervisors of the Company
Code of Ethical Conduct of the Company
Rules of Procedure for Shareholders’ Meeting of the Company
Corporate Governance Best Practice Principles
Sustainable Development Best Practice Principles of the Company
Procedures for Prevention of Insider Trading and Handling of Internal Material Information