Corporate Governance
Board of directors
Election of Directors
The company's board of directors should guide the company's strategy, supervise the management, and be accountable to the company and shareholders. The operations and arrangements of its corporate governance system should ensure that the board of directors complies with laws, regulations of the company's articles of association, or resolutions of shareholders' meetings to exercise its powers.
The structure of the company's board of directors should determine the appropriate number of directors with more than seven members based on the company's business development scale and the main shareholder's shareholding structure, taking into account the actual operational needs.
The composition of the board of directors should consider the scale, and at the same time internal operation, operation type and development needs to formulate appropriate diversification criteria, which should include but not limited to the following two major standards
First, the basic conditions and values: gender, age, nationality and culture.
Second, professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience.
In order to achieve the ideal goals of corporate governance, the ability of the board as a whole to implement is as follows:
- Operational judgment ability
- Accounting and financial analysis capabilities
- Business management capabilities
- Crisis handling capabilities
- Industrial Knowledge
- International Market View
- Leadership
- Decision-making ability
Board member & independent director election rules
Election Information
Election of Directors
According to the Securities and Exchange Act (TW) No;14-2, independent directors are set up in the company policy. The number of independent directors is not less than three. In addition, directors shall be elected pursuant to the candidate's nomination system as specified in Article 192-1 of the R.O.C. “Company Law”.
Nomination Process
The Board of Directors passed the acceptance of the nomination of three independent directors by the board of directors on January 22, 2013. The announcement period expired on March 7, 2013, the Board of Directors passed the qualification examination of the nominees Ms. Shen Yuling, Mr. Shen Yulin and Ms. Yu Shaoyin.
Independent Director Election Information
According to Article 192-1 of the Company Law, the company announced on January 10, 108, the period for accepting nominations for independent director candidates, the number of candidates, the acceptance premises and other necessary matters. Shareholders holding who hold more than one percent of the total issued shares of the company can submit request for independent director candidates election. The number of shareholders nominated must not exceed the number of independent directors. Shareholders who wish to nominate independent directors should stop inspecting the name, education, experience, and letter of commitment of the independent directors after being elected, without the Article 30 of the Company Law, from March 22 to April 2, 108. The declaration of stipulated circumstances and other relevant supporting documents shall be mailed (delivered) to the financial department of the company by registered mail.
During the period of accepting the nomination of director candidates, no shareholders were nominated except the nomination of the board of directors.
| Candidates for Independent Directors | Download |
| Independent Director Election Results | Download |
The Communication Report of Independent Directorship
Meeting record independent directors, internal audit supervisors, and accountants
Committees
Audit Committee
The Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices the Company; and responsible for the tasks assigned of the Company Law, the Securities Exchange Law, and other relevant laws and regulations. Items considered include: company financial statements, company audit and accounting policies and procedures, internal control system of the company, transactions in major assets or derivatives, the issuance or issuance of securities, the appointment, dismissal or remuneration of visa accountants, and finance and accounting Or the appointment or removal of an internal audit supervisor.
Remuneration Committee
The Remuneration Committee assists the Board in the execution and evaluation of the company's overall compensation and benefits policies, as well as the remuneration of directors and managers. The Remuneration Committee consists of three independent directors and one external professional. At least two regular meetings are held each year. For the meeting of the committee, please refer to the annual report.
Major Shareholder
Updated：Apr, 1 2017
| Top 10 Shareholder | No. of Shares | Percentage |
|---|---|---|
| 運永投資有限公司 | 9,755,865 | 11.90% |
| 廖文嘉 | 7,377,942 | 9.00% |
| 傑世投資有限公司 | 5,830,415 | 7.11% |
| 派德投資有限公司 | 3,754,599 | 4.58% |
| 事欣科技股份有限公司 | 2,123,000 | 2.59% |
| 陳莉俐 | 650,000 | 0.79% |
| 吳姿瑩 | 476,000 | 0.58% |
| JENNY VICTORIA, NORDS | 353,421 | 0.43% |
| 卓聖輝 | 301,000 | 0.37% |
| 葉建伸 | 287,192 | 0.35% |
Updated：Apr, 1 2017
Organization Structure
MANAGEMENT TEAM
| JOB TITLE | NAME | DATE OF INAUGURATION | COUNTRY OF CITIZENSHIP | ACADEMIC EXPERIENCE |
|---|---|---|---|---|
| G.M | Liao Wenjia | April 14, 1999 | Republic of China | - Boston University / Master of E-Commerce - Business Manager of Zhanda Communication Co., Ltd. - Business Manager of Shixin Technology Co., Ltd. |
| G.M of Overseas Operations |
Thomas Sparrvik | January 1, 2013 | United States | - Warwick Business School MBA - Kontron AG, Munich ,Germany Chief Operating Officer & Vice Chairman - Field Works Inc., Eden Prairie, Minnesota CEO & President - Laserstans AB, Malmoe, Sweden CEO & President - Betech Components AB, Stockholm, Sweden CEO & President |
| V.G.M | Yan Congqian | July 16, 1999 | Republic of China | - Yanping Middle School - Ya Shida (shares) Company Associate - University of Manchester / Master of Business Administration |
| V.G.M |
Ellen Tseng
|
2018/04/02
|
Taiwan, ROC
|
National Taiwan University, International business , MBA
National Taiwan University, EMBA
Nomura securities, Head of Equity research/Executive Director
Morgan Stanley, Executive Director
|
| C.F.O | Shiny Wu | July 30, 2013 | Republic of China | - USC B.B.A
-Yulin Technology Co., Ltd. Head of Materials |
| Director of Purchasing | Ye Jianshen | July 16, 1999 | Republic of China | - Hiking Industry /Civil Engineering - Wo Chang Societe Generale ( shares )Company Procurement Specialist |
| Director of R&D | Liu Meizhu | January 22, 2012 | Republic of China | - Political University / Master of Business Administration - Vice President of Zhihua Technology Co., Ltd. - Advantech (share) company product manager |
| Director of Manufacturing Department | Zhang Ri'an | October 1, 2000 | Republic of China | - Central Plains University / MBA - Longhua University of Science and Technology / Department of Electrical Engineering - Bin Peng (share) company material manager |
| Financial Manager | Li Shenlong | September 17, 2001 | Republic of China | - Ming Chuan University / Department of Accounting - Zicheng Certified Public Accountants Audit Team Auditor - Taiwan Securities Securities Underwriting Department - Deputy Manager of Capital Market Department of Baolai Securities - Manager of the Finance Department of Yongzheng Optoelectronics Co., Ltd. - Head of Accounting Department of Youwei Technology Co., Ltd. |
Internal Audit
Organization
Our audit department included a manager and deputy audit agents who directly responsible to the board of directors. The main function is to review the internal controls in the company's processes and to report on those controls with respect to the adequacy, effectiveness, and efficiency of their design as well as their actual functioning on a day-to-day basis. All parts of the company and its subsidiaries are open for review by Internal Audit.
Operation
The operation of the audit of the Company is based on the annual audit plan, and the implementation of the project audit is required. The internal control may be found to be missing, provide suggestions for improvement, and issue an audit report to report the implementation status to the board of directors on a regular basis. Assess and improve the effectiveness of risk management, control, and supervision processes, and assist the board of directors and management to achieve their stated goals. In addition, the audit department also urged all units to carry out self-inspection, establish a self-monitoring mechanism for the company, and use the evaluation results as the basis for recommending the internal control statement issued by the board of directors and general manager of the company.
The internal control system declaration is filed on the designated website of the FSC before the end of March of the year following the year of the inspection and published in the company's annual report.
Internal Policies Search Engine
Download Internal Policies
| Document | File |
| Company Policy | Download |
| Shareholders' Meeting Rules | Download |
| Directors' Election Method | Download |
| Obtain or Dispose of Asset Operating Procedures | Download |
| Fund Loan and other People's Operating Procedures | Download |
| Endorsement Guarantee Operation Procedure | Download |
| Internal Major Information Processing Processing Procedures | Download |
| Handling Cases of Illegal and Unethical or Dishonesty | Download |
| Environmental Protection and Management Practices | Download |
| Corporate Governance Code | Download |
| Code of Practice for Social Responsibility | Download |
| Board Performance Evaluation Method | Download |
| Code of Integrity | Download |
| Ethical Code of Conduct | Download |
| Management Measures for the Operation of Board Meetings | Download |
| Audit Committee Constitution | Download |
| Remuneration Committee Constitution | Download |
| Engaged in Derivative Commodity Trading Procedures | Download |
| Group Companies, Specific Companies, and Related Parties Trading Procedures | Download |
Corporate Governance Code
Since 2014, PARPRO has passed "Corporate Governance Code" by the board of directors, and continuous compliance and implementation
Corporate Governance in Individual Department
Corporate Governance Code implements by the General Manager's Office, and the sub-task and project are driven by relevant departments. The main responsibilities are as follows:
1. Plan the appropriate corporate system and organizational structure to enhance the effective operation of the company, corporate transparency, compliance with laws and regulations and internal control.
2. Supervise the Finance Department to convene the board of directors and shareholders meeting.