Guidelines for the Corporate Governance
Articles of Incorporation
Corporate Governance Best-Practice Principles (Chinese version)
Corporate Social Responsibility Best Practice Principles (Chinese version)
Corporate Social Responsibility Policy(Chinese version)
Procedures for Handling Material Inside Information (Chinese version)
Procedure for Insider Trading Prevention (Chinese version)
Ethical Corporate Management Best Practice Principles (Chinese version)
Codes of Ethical Conduct
Procedures for Halt and Resumption Applications (Chinese version)
Procedures Govering the Evaluation and Management of Suppliers (Chinese version)
Letter of Assurance of Ethic Code to GWC Co.
Procedures for Risk Management (Chinese version)
GWC follows Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies, by which to
• protect shareholders' rights and interests;
• strengthen the powers of the board of directors;
• fulfill the function of audit committee;
• respect stakeholders' rights and interests; and
• enhance information transparency.
Based on Regulations for the Establishment of Internal Control Systems by Public Companies, GWC takes into consideration the overall operational activities of itself and its subsidiaries in establishing an effective internal control system, and review it at all times, in order to keep up with the dynamics of environment inside and outside the company and ensure that the design and enforcement of the system remain effective.
The board of directors and the management shall review the result of the self-inspection of each department and the report of the internal audit department at least annually. Members of the audit committee shall also pay attention to and exercise oversight of this matter.
GWC executives pay special attention to the internal audit department and its personnel, fully empower them and urge them to conduct audits effectively, evaluate problems of the internal control system and assess the efficiency of operations to ensure that such a system can be carried out effectively on a continuous basis and can assist the board of directors and the management to perform their duties effectively so as to ensure a sound corporate governance system.
● Board of Directors
The number of the board members has been properly determined by reviewing the scale of corporate management and operation and the shareholding of the major shareholders and taking into consideration of the practical needs for operation. While installing independent directors, it shall take into account the reasonable professional composition of the directors and the objective requirements for their duties independently. Clear distinctions have been drawn between the responsibilities and duties of the chairman of the board and those of the president. Positions have been fulfilled by different executives.
● Audit Committee
GWC has set up the audit committee. members of the audit committee can communicate with GWC’s employees, shareholder and related person through the board meeting, shareholder meeting and audit reports, among other channels.
Corporate Governance Personnel
Chief Finance Office is assigned as Corporate Governance Personnel supervising relevant affairs, including
1. Legislate corporate governance regulations and ensure legal obligation
2. Provide necessary materials for directors to fulfill their duties and assist directors on legal obligation
3. Convene board meeting and send notice to each director at least 7 days prior to the meeting with sufficient materials. Meeting minutes should be sent within 20 days after the board meeting.
4. Follow regulations to prepare shareholders' meeting pre-registration, meeting notice, handbook and meeting minutes as well as company registry once Articles of Incorporation is amended or directors re-election.
GWC has satisfied the above corporate governance requirements in 2018