Structure and organization of corporate governance

TWSE: 3042Company title: TXC Corporation

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1. No. of members on the board of directors as prescribed in TXC’s Company Charter: 9~11
2. Term of the incumbent board of directors: 14th (Tenure: May 31 2022 through May 30 2025)
3. Presently, all seats of the board of directors have been filled.
4. No. of Independent board members: 4
5. TXC purchases liability coverage for its board of directors on a yearly basis and the current sum insured is at US$ 10 million.
6. TXC has appointed designated personnel to handle relevant affairs to ensure smooth communication between the shareholders and the Company’s management and that issues that arise could be promptly identified and resolved.

   Investor service specialist: Ms. Chen

   Tel: +886 03-469-8121*3256

7. Link to TXC’s independent board members’ email:http://www.txccorp.com/index_en.php?action=e_company_1-1&cid=3&sid=8&id=11
8. Contact information for TXC’s spokesperson:

   TXC Spokesperson: Vivien - CFO

   Tel: +886 03-469-8121*3230

   Deputy – Spokesperson: Sophia – Special Assistant Chairman

   Tel: +886 03-469-8121*3105

9. In addition to disclosing relevant financial information of TXC on the MOPS, the Company also hosts its own website with the same contents: http://www.txccorp.com/index_en.php?action=e_company_1-1&cid=3&sid=6&id=2

Implementing Corporate Governance

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According to the resolution passed by the board of directors on March 22, 2019, the Company designated Kuan-Wen Hung to act as the Corporate Governance Officer, and his qualification complies with the criteria specified in the “Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers”, having management working experience in finance, stock affairs or meeting affairs of the Company for more than three years, such that his main duties are designated to be responsible for the corporate governance related affairs in order to protect the rights and interests of shareholders, to strengthen the functions of the board of directors.

1. The draft agenda of the board meeting shall be sent to the board of directors at least seven days in advance, and meeting materials shall be provided in the meeting. Reminders shall be given in advance when there is a conflict of interest in a proposal for recusal, and the board meeting minutes shall be completed within twenty days after the meeting.
2. In accordance with the law, the Company registers before the shareholders' meeting each year, and produces meeting announcements, meeting agendas and minutes of the meeting within the deadline prescribed by the law, as well as handles registration changes during the revision of the articles of incorporation or re-election of directors.
3. In order to implement corporate governance, the Board of Directors and individual directors are evaluated on a regular basis in compliance with the company’s “Performance Evaluation Measures and Procedures of the Board of Directors and Managers”, and external evaluations are performed at least once every three years.
4. In order to ensure that board members are immediately informed of the Company's important news, the company notifies board members immediately after the release of important news, and arranges for directors to attend professional skills training courses including finance and business courses.
5. Meetings for CPAs, independent directors, auditing and financial and accounting managers are conducted on an occasional basis to implement internal audit and internal control.
6. The Company holds an investor conference at least once a year, participates in investment forums on an occasional basis, and sets up investment service teams to establish diversified communication channels with investors.
7. Other matters specified by the articles of incorporation or by contract.

 

Implementation status

The implementation status of corporate governance in 2022 is as follows:

1. In 2022 the company held 6 board meetings, 5 audit committee meetings, 3 remuneration committee meetings and 2 investment review committee meeting.
2. Held the annual shareholders’ meeting.
3. Board members have completed at least 6 credit points allotted for training courses.
4. Provide liability insurance for directors and major staff and report to the board of directors.
5. Ranked top 6-20% in the 8th Corporate Governance Evaluation.
6. Held 3 meetings for the independent director, CPA and internal auditor.

 

Implementation of continuing education in 2022 are as follows

   Continuing education of Directors in 2022 

   Continuing education of Corporate Governance in 2022

　

 

Corporate Governance Laws and Regulations

   Corporate Governance Best-Practice Principles