Corporate Governance

Board of Directors

The board of directors is the company's highest governance unit and the center of major business decisions. Its responsibilities include appointing and supervising the company's management, supervising operating performance, preventing conflicts of interest, and ensuring that the company performs its duties in compliance with various laws, the provisions of the company's articles of association, or the resolutions of the shareholders' meeting. and is committed to maximizing shareholder rights.

The company respects and promotes the policy of director diversity. In order to strengthen corporate governance and promote the sound development of the composition and structure of the board of directors, the company has formulated a diversification policy of basic conditions and professional knowledge and skills based on its own operating model and development needs to ensure that board members should Generally possess the necessary knowledge, skills and qualities to perform their duties.

The board of directors currently meets at least once a quarter, and the company's management reports business performance to the board of directors. The board of directors will decide on future operating principles and major policies. Our company consists of 7 It is composed of directors with different professional backgrounds, including 4 independent directors. The diversified experience of the board members in finance, law, and industry is very helpful for corporate business decision-making and medium- and long-term strategic planning.

The chairman of the company closely communicates with all directors on the company's operating status and future business policies and plans to implement corporate governance. In order to enhance the functions of the board of directors and strengthen the supervision function, in addition, the company has established an audit committee and a salary and remuneration committee in accordance with the law to supplement the checks and balances mechanism of objectivity and external supervision. The two functional committees will then submit resolution matters to the board of directors for discussion. Through the review of the functional committees, the board of directors will be able to perform its duties and enhance the interests of shareholders.

Board Responsibilities

  • The company's operational plan, strategic direction and goals.
  • Annual financial report and semi-annual financial report.
  • Develop or amend internal control systems.
  • stipulate or amend the acquisition or disposal of assets, engage in derivatives transactions, lend funds to others, and provide services to others
  • Procedures for handling major financial business activities that endorse or provide guarantees.

Audit Committee​

In order to strengthen corporate governance, the first audit committee of Hushan Industrial was formally established on March 1, 2013, consisting of four independent audit committee members. The Audit Committee aims to assist the Board of Directors in improving corporate governance performance and its main deliberations are on matters. For the professional qualifications and experience of the Audit Committee, please refer to the Directors’ Professional Qualifications and Independent Directors’ Independence Instructions. The Audit Committee works closely with the external auditors and internal audit team to regularly review and evaluate the company’s financial status, internal control mechanisms and risk management processes to ensure Ensure the long-term stability of the company and the trust of stakeholders.

  • Formulate the company's internal control system and performance evaluation,
  • Review the company's financial statements for proper presentation,
  • Supervise the handling procedures of the company's major financial business activities,
  • Ensure that the company complies with relevant regulations and the selection (resolution) of certified accountants, etc.
  • Matters involving directors' own interests.
  • Significant asset or derivatives transactions.
  • Significant capital loans, endorsements or guarantees.
  • Raising, issuing or privately placing securities of an equity nature.
  • Appointment, dismissal or remuneration of certified accountants.
  • Appointment and removal of finance, accounting or internal audit managers.
  • Annual financial report and semi-annual financial report.
  • Other major matters stipulated by the company or the competent authority.

Salary and Remuneration Committee

In order to establish a good corporate governance system of the company and improve the management of the operation of the salary and remuneration committee, the remuneration committee is responsible for implementing corporate governance. Its main deliberations include: formulating and regularly reviewing policies and systems for performance evaluation and salary remuneration of directors and managers. , standards and structures to be evaluated. and make recommendations to the board of directors for reference in its decision-making. The company's salary and remuneration committee consists of three independent directors.

internal audit

The internal audit of Hushan Industrial Co., Ltd. is a detached and independent department, directly subordinate to the board of directors, and attends the audit committee and the board of directors to submit audit reports. In addition to monthly reporting to the Audit Committee members In addition to reviewing progress and results, reports are also summarized at regular board meetings.

Internal Audit Responsibilities

The responsibility of the audit office is to investigate and evaluate the operation, effectiveness and efficiency of various internal control systems. Whether it is appropriate and timely provide improvement suggestions to ensure that the internal control system is sustainable and effective Implement and assist the board of directors and management in fulfilling their responsibilities.

Internal audit operations

Design an internal audit system based on the internal control system of each department. Based on this internal audit system Review the internal controls of each operating procedure, and report on the design, practical operations, and Whether the effectiveness and efficiency are appropriate. Internal audit will review the internal control of each department every year in accordance with regulations. Self-inspection of the system, including the effectiveness and efficiency of operations and the reliability of financial reports and relevant laws and regulations to comply with relevant internal controls...etc.; assess the high risks it poses to operations. If the audit plan is low, an audit plan for the next year will be prepared. After approval by the board of directors, the audit plan will be carried out according to the plan. core.

Internal control self-inspection procedures

In addition to checking the description, marking the level of importance and proposing suggestions, the audit report will also Require the responsible unit to fill in the action plan and expected improvement date, and follow up and check when it expires. Have improvements been completed according to the action plan? The internal audit department is equipped with one full-time audit supervisor and There are 2 to 3 auditors, and the audit scope covers various operational processes involved in the nine major transaction cycles. , the audit objects include the company and all subsidiaries.

Shareholder investor service hotline
Hushan Industrial Co., Ltd. Service Office
(02)2496-5566
investor@hushan.com.tw

Investors who want more detailed information can go to Public Information Observatory Query