Corporate Governance
Investor Relations
Committee
Audit Committee
The company is currently the second session of the Audit Committee, which was officially established on July 29, 2011. It is currently composed of 3 independent directors, and Mr. He Chendan, an independent director, was elected as the convener to be responsible for the auditing of the company’s financial statements. The selection (resignation) of accountants and their independence and performance, the effective implementation of the company’s internal control, the company’s compliance with relevant laws and regulations, and the management and control of the company’s existing or potential risks.
The audit committee of the company meets at least once a quarter, and invites accountants, internal audit supervisors, and financial department supervisors to participate and report.
Among them, the accountants report to the audit committee on the financial report review (review) on a quarterly basis, and the audit department reports to the audit committee on the internal control and audit content on a quarterly basis.
Name |
Professional qualifications and experience (study experience) | |
Convener and Audit Committee |
Tan Hochen |
Virginia State University Master’s Degree Minister of Transportation of the Republic of China Chairman of Chunghwa Telecom Corporation |
Audit committee |
T.H. Tung |
Master of Communications and Control, Taipei University of Technology Honorary Doctor of Engineering from Taipei University of Technology Heshuo United Technology Co., Ltd. Chairman (and CEO) |
Audit committee |
Du Yijin |
Master of Information, National Taiwan University Independent Director of Chunghwa Telecom Corporation Chairman of the Taiwan Artificial Intelligence Development Foundation Director of the Institute for Cultural Content Planning |
The work priorities in 2023 are as follows:
The company is currently the second audit committee. It was officially established on July 29, 2021. It consists of three independent directors. The independent director Mr. He Chendan was elected as the convener. It meets at least once every quarter and is responsible for auditing the company’s financial statements. proper expression, the selection (dismissal), independence and performance of certified public accountants, the effective implementation of the company’s internal controls, the company’s compliance with relevant laws and rules, and the management and control of the company’s existing or potential risks, etc.
(1) Establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
(2) Assessment of the effectiveness of the internal control system.
(3) Establish or amend the procedures for handling major financial business activities such as acquiring or disposing of assets, engaging in derivatives transactions, lending funds to others, endorsing or providing guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
(4) Matters involving directors’ own interests.
(5) Significant asset or derivatives transactions.
(6) Significant capital loans, endorsements or guarantees.
(7) Raising, issuing or privately placing securities of an equity nature.
(8) Appointment, dismissal or remuneration of certified accountants.
(9) Appointment and removal of financial, accounting or internal audit supervisors.
(10) Annual financial report and semi-annual financial report.
(11) Other major matters stipulated by the company or the competent authority.
The Audit Committee convened 5 meetings in 2023 (A). The attendance is as follows:
Title | Name | Attendance in Person (B) | Attendance Rate (%) (B/A) | Remarks |
Audit Committee member | Hechen Tan | 5 | 100% | Assuming office on July 29, 2021 |
Audit Committee member | T.H. Tung | 5 | 80% | Assuming office on July 29, 2021 |
Audit Committee member | Du Yijin | 2 | 67% | Assuming office on Jue 28, 2023 |
Other mentionable items:
I.The date, session, content of the motion, resolution of the Audit Committee and the Company’s means of processing the opinions of the Audit Committee shall be specified if one of the following circumstances occurred in the operation of the Audit Committee:
(I)Matters listed under Article 14-5 of the Securities and Exchange Act:
Date of Meeting | Content of Motion | Opinions of all Independent Directors and the Company’s handling of these opinions |
2023.02.21 | Approval of 2022financial statements. | Approved by all Independent Directors |
2023.03.20 | Review and approval of 2023 CPA fees | Approved by all Independent Directors |
2023.08.14 | Approval of 2023 financial statements for the Second Quarter. | Approved by all Independent Directors |
2023.11.13 | Approved the 2024 annual audit plan | Approved by all Independent Directors |
Communication methods between independent directors, internal audit supervisors and CPA
1. Communication situation between independent directors and CPA:
(1)The company’s independent directors and CPA communicate and discuss in writing every year on the company’s financial status and the design and implementation of the internal control system. When necessary, the accountants also communicate and discuss in writing. The scope includes the accountants’ review of the independence and related responsibilities of the financial statements, and audit Plan related matters, review major findings (including adjusting entries and significant deficiencies in internal controls, etc.), review report content and review results of interim consolidated financial statements; in addition, accountants may communicate with independent board meetings from time to time as necessary.
(2)An excerpt of the main communication matters between independent directors and accountants is as follows:
Date |
Meeting |
Key points of communication |
Opinions and results of independent directors |
2023/02/21 |
Audit Committee Report |
Accountant Independence Report 1. Responsibilities of auditors for reviewing financial reports 2 Scope of inspection and description of findings 3 Key Assessment Matters (KAMs) in 2022 4 Matters of concern to the competent authorities |
The independent directors had no special instructions or opinions at this meeting. |
2023/05/15 |
Audit Committee Report |
Accountant Independence Report Responsibilities of 2023Q1 financial report reviewers in reviewing interim financial reports 2023Q1 Financial Report Review Scope Discovery Explanation and Legal Updates |
The independent directors had no special instructions or opinions at this meeting. |
2023/08/14 |
Audit Committee Report |
Accountant Independence Report Responsibilities of2023Q2 financial report reviewers in reviewing interim financial reports 2023Q2 financial report review scope, review opinion types and legal updates |
The independent directors had no special instructions or opinions at this meeting. |
2023/11/13 |
Audit Committee Report |
Accountant Independence Report Responsibilities of 2023Q3 financial report reviewers in reviewing interim financial reports 2023Q3 financial report review scope, review opinion types and legal updates |
The independent directors have no special instructions or intentions at this meeting. |
2. Communication situation between independent directors and internal audit manager:
(1) The company’s audit unit and independent directors and supervisors shall submit the audit report and defect tracking report for the previous month at least before the end of each month; in addition, each board meeting shall submit a report on the implementation status of the company’s annual audit plan and the tracking and improvement of internal control defects. , and hold discussions with independent directors from time to time.
(2) An excerpt of the main communication matters between the independent directors and the internal audit manager is as follows:
Date |
Meeting |
Key points of communication |
Opinions and results of independent directors |
2023/02/21 |
Audit Committee Report |
Accountant Independence Report 1. Responsibilities of auditors for reviewing financial reports 2 Scope of inspection and description of findings 3 Key Assessment Matters (KAMs) in 2022 4 Matters of concern to the competent authorities |
The independent directors had no special instructions or opinions at this meeting. |
2023/05/15 |
Audit Committee Report |
Accountant Independence Report Responsibilities of 2023Q1 financial report reviewers in reviewing interim financial reports 2023Q1 Financial Report Review Scope Discovery Explanation and Legal Updates |
The independent directors had no special instructions or opinions at this meeting. |
2023/08/14 |
Audit Committee Report |
Accountant Independence Report Responsibilities of2023Q2 financial report reviewers in reviewing interim financial reports 2023Q2 financial report review scope, review opinion types and legal updates |
The independent directors had no special instructions or opinions at this meeting. |
2023/11/13 |
Audit Committee Report |
Accountant Independence Report Responsibilities of 2023Q3 financial report reviewers in reviewing interim financial reports 2023Q3 financial report review scope, review opinion types and legal updates |
The independent directors have no special instructions or intentions at this meeting. |
Remuneration Committee
1.The Company’s Board of Directors establishes the Remuneration Committee pursuant to the approved Remuneration Committee Charter. The Committee’s main duties are to fulfill the following functions and submit its recommendations to the Board of Directors for discussion.
(1)Establishes and periodically reviews the performance evaluation and policies, system, standards, and structure of the remunerations for Directors and executive officers.
(2)Regularly assess and determine remuneration of Directors, Supervisors, and executive officers.
2.After the re-election of Directors at the shareholders’ meeting on July 29, 2021, the Company had appointed the remuneration members to form the fourth-term Remuneration Committee on August 2, 2021. The Committee shall convene at least two meetings every year and the convener and chairman of the meeting shall be an Independent Director. Ever since its establishment, the Committee has operated smoothly.
Operation of Remuneration Committee
(1)The Company’s Remuneration Committee consists of three members.
(2)The term of office: from August 2, 2021 to July 28, 2024. The Remuneration Committee convened four meetings in 2022 (A). The qualification and attendance of members are as follows:
Identity |
Conditions Name |
Professional qualifications and experiences | Independence Criteria | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Remuneration Committee Member |
---|---|---|---|---|
Convener Independent Director |
T.H. Tung |
He is the co-founder of ASUS group. He once served as a member of the 5th Board of Taiwan Broadcasting System, and is now the chairman of Pegatron Corporation. He received an honorary doctor of engineering degree from National Dong Hwa University. He actively participates in public welfare activities. During his time at Pegatron, he introduced the value stream mapping and 3M-like concepts, leading the way in diversifying design services and OEM production to increase Pegatron’s competitiveness across different fields. He partnered with Eslite Corporation to successively launch a series of PEGACASA electronic products of fine quality, smart home and mobile phone peripheral 3C products, contact lenses from Pegavision’s subsidiary company, soy milk machines from a home appliance brand and the like without being as a terminal brand, but in line with the world with the concept of designed by Pegatron. He also started to reform the overall OEM and ODM system with innovative integrated services. He is passionate about literary promotion and has been a long-time sponsor of arts and cultural groups, and an active promoter of literary audio-visual aspirations. Besides, He is concerned about Southeast Asian migrant workers in Taiwan and has been a long-time sponsor of the Taiwan Literature Award for Migrants. |
Independence Criteria met:
According to the Company’s Articles of Association and the Code of Practice on Corporate Governance, directors adopt a nomination system and are elected by shareholders on the list of candidates. At the time of nomination and selection of board members, the Company has obtained the director’s written declaration and working qualification documents, and provides stakeholder information to verify that I, spouse, relatives within the second degree are not the directors, supervisors or employees of the Company or its affiliates. The independence of the company; and in the first two years and the period of tenure, comply with the eligibility criteria set out by the “Independent Directors’ Setting and Compliance Measures of the Public Offering Company” and Article 14 of Article 14 of the Securities Trading Act, and the Independent Directors are in accordance with Article 3 of Article 14 of the Securities Trading Act Empowering full participation in decision-making and opinions to perform relevant powers independently, in accordance with the independent circumstances. |
3 |
Independent Director | Tan Hochen |
He holds a bachelor’s degree in civil engineering from National Chung Hsing University and a master’s degree in urban planning from Virginia Polytechnic Institute and State University. He is currently the chairman of Taiwan Ecological Engineering Foundation. He also used to serve as the political deputy minister of Ministry of Transportation and Communications, the member and CEO of National Land Conservation and Development Advisory Committee of Presidential Office of Republic of China, the commissioner of Department of Transportation of Taipei City Government, the deputy director of Department of Rapid Transit Systems of Taipei City Government, the minister of Ministry of Transportation and Communications, the chairman of Chunghwa Telecom Co., Ltd. and the chairman of Taipei Rapid Transit Corporation. During his tenure at Chunghwa Telecom, in order to strengthen its competitiveness in the market, he continued to promote the privatization of the business unit of the Directorate General of Telecommunications, originally one of the state-owned companies, holding fixed-line, long-distance telephone, and mobile communications businesses, by releasing shares and restructuring the organization. He also introduced applied technologies to Chunghwa Telecom, such Hinet Broadband Internet Services and MOD. All of the aforesaid contributions he made to Chunghwa Telecom allowed smooth progress in the privatization and organizational improvement of Chunghwa Telecom. |
1 | |
Independent Director | Yi- Chin Tu | Master of Computer Science and Information Engineering, National Taiwan University He is Chairman and Co-Founder of Taiwan AI Labs &Foundation, Computer Software Industry |
1 |
In order to effectively manage sustainability information within the organization and conduct cross-departmental communication on related business planning, PChome established the “Sustainability Committee” in 2022, with the CEO as the chairman of the committee, convening senior executives from different fields to focus on United Nations sustainability development goals, jointly review the direction of sustainable development and implementation results, and establish ESG work execution groups: governance and responsibility group, environmental protection and energy conservation group, employee and social care group, with members of each group responsible for various sustainable development strategies and action plans. Implement sustainable development goals with specific actions. The company’s board of directors regularly listens to the reports of the Sustainability Committee, keeps abreast of the progress of the company’s ESG strategy, and urges the team to make strategic adjustments and provide necessary resources when necessary.
Organization
Implementation of the Sustainability Development Committee’s meetings
The committee explained the implementation status of the company’s ESG plan (sustainable development plan) to the board of directors on 2023/01/10
work execution
- All cartons for shipping and distribution use 100% recycled pulp boxes, which has reduced carbon emissions by more than 60,000 tons by the end of 2022, which is equivalent to the carbon adsorption capacity of 155 Daan Forest Parks in one year.
- An intelligent box number recommendation system is built in the internal warehousing, and the box number accuracy rate reaches 54.7%.
- Established a special library for electronic tickets and e-books, saving 146,000 pieces of A4 paper by selling tickets annually
- The total proportion of electronic invoices used by corporate households and individual households reached 99.35%. By saving paper, a total of 2.7 Taipei 101 buildings can be stacked.
- Following the Climate-related Financial Disclosure Recommendation (TCFD), 6 climate change risks and 3 climate change opportunities related to PChome were identified.
- Support domestic sports events and successfully raise sports issues through organizing activities
- Support Taiwan’s traditional culture, sponsor Dajia Mazu circumnavigation activities, and continue Taiwan’s traditional culture.
- The chairman has held Taichung Central Bookstore’s Wednesday Reading Club for three consecutive years to promote lifelong learning, with more than 50,000 participants.
- Sponsor “Jidao Forest” to promote environmental protection and coexistence with nature
- Gender equality in the workplace, with 56% of female employees and 47% of female management positions
- There were 0 violations of labor laws and 0 complaints related to human rights.
- The average total number of employee education and training hours has increased year by year, nearly three times higher than in 2021
- Plan employee education and training courses, with an average course satisfaction score of 4.5 (out of 5)
- Overall board performance evaluation score 4.89 points (excellent)
- The first e-commerce company in Taiwan to obtain TIPS Level A certification from the “Taiwan Intellectual Property Management System”
- Accumulatively obtained 8 patents and 2 trademarks
- Establish a sustainable development committee
- Corporate governance assessment scores maintain a good performance of 6%~20%
- The number of PChome 24h shopping members exceeded 13 million
- Cooperated with the Small and Medium Enterprises Division of the Ministry of Economic Affairs to jointly promote “Buying Power Store”, and the number of products increased significantly by 59%
- Actively develop financial technology operations and provide a consumer-friendly consumption environment
- Promote various information security measures to maintain zero information security incidents
- Continue to focus on development with PiPai Wallet and actively build the One PChome ecosystem
- Expand the scale of the green product area and create a green living environment with consumers
- Actively control inventory products to allow consumers to buy with greater peace of mind
- Won the Ministry of Economic Affairs-2022 Buying Power-Second Prize
- Won the Bronze Medal Award for Digital Media Shopping from Taiwan Customer Service Center