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| Evaluation items |
Implementation Status |
Deviations from,“the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed,Companies” and Reasons |
| Yes |
No |
Abstract Illustration |
(1) Does the company establish and disclose the
Corporate Governance Best-Practice Principles based on “Corporate Governance
Best-Practice Principles for TWSE/TPEx Listed Companies”? |
V |
|
The company has
stipulated the [Corporate Governance Best Practice Principles] according to
[Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies]
in 2014 and presented the revision by Board of Directors on March 25th,
2015 which were disclosed on Market Observation Post System and corporate
websites.,(http://www.danentech.com/investor_cg_more.aspx?ID=5) |
None;
accord with Corporate Governance Best Practice Principles for TWSE/GTSM Listed
Companies |
(2) Shareholding structure & shareholders rights
a. Does the company establish an internal operating procedure to deal with shareholders suggestions, doubts, disputes and litigations, and implement based on the procedure?
b. Does the company possess the list of its major
shareholders as well as the ultimate owners of those shares?
c. Does the company establish and execute the risk
management and firewall system within its conglomerate structure?
d. Does the company establish
internal rules against insiders trading with undisclosed information? |
V |
|
a. The relevant competent departments of the Company are responsible for handling the recommendations, doubts, disputes and
lawsuits of shareholders according to internal operation procedures; moreover,
we also have spokesman, deputy spokesman and investor E-mail box, Audit
Committee mailbox, accusation letter box for good faith management to make the
information disclosure for and communication with interested parties smooth.
The boxes are disclosed on the corporate websites.(http://www.danentech.com/investor_cir.aspx)b. The Company has learned the name lists of princip alshareholders actually controlling the company and ultimate controlling party
among principal shareholders based on the register of shareholders provided by
stock service agent on a regular basis. And disclose the shareholding status of
those principal shareholders with more than 10% of total shares according to
the regulations regularly.
c. The Company has established [Operating Methods for Transactions among
Conglomerates, Specific Corporate, and Related Parties] according to Article 17
of [Corporate Governance Best Practice Principles for TWSE/GTSM Listed
Companies]. Besides, we also examine the
Risk Management Mechanism and Firewall for the financial and business relations
with related parties on a regular basis within the company.
d. In order to maintain the shareholders’ equity and make
the equality among shareholders into practice, we have passed the[Management
Procedures for Preventing Insider Trading] against directors, managers and
employees to regulate relevant conducts. |
|
(3) Composition and responsibilities of Board of
Directors,a. Does the Board develop and implement a
diversified policy for the composition of its members?,b. Does the company voluntarily establish other
functional committees in addition to the Remuneration Committee and the Audit
Committee?,c. Does the company establish a standard to measure
the performance of the Board, and implement it annually?,d. Does the company
regularly evaluate the independence of CPAs? |
V |
|
a.,We have the established multiple guidelines such as gender, expertise as well as background of directors in [Corporate Governance Best Practice Principles] and
[Method for Director Selections] according to Article 20 of [Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies]. Furthermore, we have put the director selections into practice when necessary. Please refer to Page 9-13 for more details of professional backgrounds and
expertise of directors.
b. We have established Remuneration Committee and Audit Committee based on the laws and by now, there are no other functional committees. The Board of Directors
will authorize to establish other committees when necessary.
c. We have approved to stipulated “Evaluation Methods for the Performance of Board of Directors and Functional Commissions” at the board
of director on March 25th, 2015 and conduced current year performance
evaluation with respect to the meeting attendance, meeting engagement, annual
study hours and other items of appraises after the end of every year. The
performance evaluation results will be finished before the first Board of
Directors and functional committees of following year. Moreover, the 25
evaluation items of 2015 according to “Evaluation Methods for the Performance
of Board of Directors and Functional Commissions” have been implemented and
finished on February 2nd, 2016 and presented on February 24th, 2016 at the
Board of Directors. The evaluation result of board of director performance in
2016 showed us the engagement of Board of Directors in company’s operations,
improvements of resolution quality of Board of Directors as well as internal
control, all of which have reached consensuses among directors. In order to
strengthen the communications between accountants and independent directors we
have created additional E-mail boxes to realized timely and rapid
communications.
d. We conduct at least one evaluation in terms of independence of CPA annually, which consists of 6 aspects and 18 items
including accounting ethics, impact from self-interests, self-evaluation, familiarity, effects of stress and special circumstances on independence. The evaluation of year 2015 has been completed on March 17th, 2015 and the Accountant Independence Statement has been gained. Furthermore, the results
demonstrated that the CPA of The Company was equipped with independence. The
evaluation result was submitted to Audit Commission and Board of Directors for
permission on March 25th, 2015. More details for Accountant. Independence Statement can refer to attached Table 1. |
None;
accord with Corporate Governance Best Practice Principles for TWSE/GTSM Listed
Companies |
| (4) Does the company establish a communication channel and build a designated section on its website for stakeholders, as well as handle all the issues they care for in terms of corporate social responsibilities? |
V |
|
The Company has
established special column for interested parties, designated spokesman and
deputy spokesman and created E-mail boxes for investors, Audit Committee and
accusation letter mailbox for good faith management. The correspondent banks,
creditors, employees, suppliers, customers and the interested parties of the
company can present recommendations and responses in Contact Columns to
safeguard the interests and rights of interested parties. There are
specially-assigned personnel in these contact channels and they will handle
these affairs according to internal procedures. The relevant information will
be disclosed on the corporate website.,(http://www.danentech.com/investor_cir.aspx) |
None; accord with,Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies |
(5) Does the company appoint a professional shareholder
service agency to deal with shareholder affairs? |
V |
|
The Company has entrusted the shareholders’ committee affairs to professional stock service agent-- CTBC Bank Co., Ltd. |
None;
accord with Corporate Governance Best Practice Principles for TWSE/GTSM Listed
Companies |
(6) Information Disclosure,a. Does the company have a corporate website to
disclose both financial standings and the status of corporate governance?,b. Does the company have
other information disclosure channels (e.g. building an English website,
appointing designated people to handle information collection and disclosure,
creating a spokesman system, webcasting investor conferences)? |
V |
|
a. The Company has established corporate website (http://www.danentech.com)
and apart from disclosing the financial affairs and corporate governance
information, we also declare and disclose the business and financial
information on Market Observation Post System regularly or irregularly
according to the regulations.
b. The Company has established both Chinese and English
websites and designated personnel to perform related work and disclose
information according to the responsibilities; the spokesperson in The Company
is President Fang, Jenn-Ming and the deputy spokesperson is Vice President Wu,
Yu-Yi. |
None;
accord with Corporate Governance Best Practice Principles for TWSE/GTSM Listed
Companies |
(7) Is there any other important information to facilitate a better understanding of the company’s corporate governance practices (e.g., including but not limited
to employee rights, employee wellness, investor relations, supplier relations,
rights of stakeholders, directors’ and supervisors’ training records, the
implementation of risk management policies and risk evaluation measures, the
implementation of customer relations policies, and purchasing insurance for
directors and supervisors)? |
V |
|
a.,The Company
has defined and disclosed corporate governance regulations in the Corporate
Governance Column of corporate website, Annual Report, Company Regulations and
Market Observation Post System and set Task Force to operate according to the
procedures.,b.,We have set up Employee Welfare
Committee, implemented pension system, conducted employee educational training
courses, paid employee group insurance and arranged regular physical
examinations and other benefits to promote a more harmonious industrial and labor
relations.,c.,The Company has made the corporate
information public according to laws and decreed to safeguard the rights and
interests of investors.,d.,We have kept smooth communications with
customers and suppliers and maintained good relationships with them.,e.,We will provide the advanced courses
information for all the directors at any time and the directors will attend the
refresher courses according to [Directions for the Implementation of Continuing
Educations for Directors and Supervisors of TWSE Listed and TPEx Listed
Companies] and all the directors have finished the further study hours
regulated by laws in The Company in 2015. More details for further study
situations of our directors can be seen from attached Table 2.,f.,The Company has formulated internal
control systems and relevant governance methods and handled official business
according to laws and regulations.,g.,We have purchased liability insurance
for directors and managers.,h.,We have uploaded affairs manual of
shareholders’ meeting and conference documents on Market Observation Post
System 30 days before general meeting.,i.,The Company has clearly demonstrated the
Director Election Nomination System in Articles of Association.,We have uploaded the Annual Report to Market
Observation Post System 10 days before general meeting. And since 2016, we will
upload the Annual Report 14 days before general meeting. |
None;
accord with Corporate Governance Best Practice Principles for TWSE/GTSM Listed
Companies |
Has the company implemented a self-evaluation report
on corporate governance or has it authorized any other professional
organization to conduct such evaluation? If so, please describe the opinion
from the Board, the result of self or authorized evaluation, the major
deficiencies, suggestions, or improvements. |
V |
|
a.The Company conducts self-assessment report according to regulations annually and
the self-assessment report of corporate governance has finished in January
2015. And the actual executions of all the self-assessment items are according
to the relevant regulations in Corporate Governance Best Practice Principles
for TWSE/GTSM Listed Companies. We haven’t found significant errors from the
report.
b. We have completed the governance evaluation report of 2016 according to the third term of Corporate Governance Evaluation Index and promoted the electric voting for shareholders’ meeting as well as English information disclosure to further out the corporate governance into effect. |
None; accord with,Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies |
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