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Corporate Governance Structure

Spirox Corporation has established a corporate governance framework that, in addition to complying with relevant laws and regulations, is committed to building an effective governance structure focused on protecting shareholders’ rights, strengthening the function of the Board of Directors, enhancing transparency of information and relevant rules, respecting stakeholder interests, and fulfilling corporate social responsibility.

Execution Principles

Spirox places significant emphasis on corporate governance and operates in accordance with the following principles to ensure effective implementation:

 

  • Timely disclosure of material information
  • Maintain checks and balances between the Board of Directors and management
  • Establish the Audit Committee to oversee the financial reporting process, ensure the implementation of internal controls, and compliance with legal requirements
  • Establish the Remuneration Committee to strengthen corporate governance and enhance the compensation system for directors and managerial officers
  • Clear and specific dividend policies
  • Spirox complies with the “Corporate Governance Best Practice Principles,” “Procedures for Ethical Management and Guidelines for Conduct,” and “Procedures for Handling Material Inside Information and Prevention of Insider Trading Management,” and also conducts advocacy for insiders and insider trading prevention management based on these policies and principles:
    • In 2023 and as of October in 2024, publicity matters were sent via email 5 times to 73 people and 6 times to 125 people respectively, covering recent cases of violations and associated penalties
    • Target Audience：Insiders and managerial officers of Spirox
 
 

Corporate Governance Implementation

Under its corporate governance structure, Spirox has established the Audit Committee, the Remuneration Committee, and appointed a Corporate Governance Officer to enhance oversight functions and strengthen management capabilities.

Audit Committee

Since June 2015, Spirox has established the Audit Committee, replacing the Supervisors, to implement corporate governance. According to the “Audit Committee Organizational Rules,” the priorities of the committee are as follows:

  • Fair presentation of the financial statements of the Company
  • The hiring or dismissal, independence and performance of the Certified Public Account (CPA)
  • The effective implementation of the internal control system of the Company
  • Compliance with laws and regulations by the Company
  • Management of the Company's existing or potential risks

Remuneration Committee

Since October 2011, Spirox has established the Remuneration Committee to implement corporate governance. According to the “Remuneration Committee Organizational Rules,” the priorities of the committee are as follows:

  • Formulate and periodically review the policies, systems, standards, and structure for performance evaluation and salary remuneration of directors and managerial officers
  • Regularly evaluate and determine the salary remuneration of directors and managerial officers
 

Corporate Governance Officer

The Board of Directors appointed a Chief Governance Officer on March 23, 2023. According to the “Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers,” the scope of Corporate Governance Officer's Responsibilities lists are as follows:

  • Handle matters related to Board of Directors and Shareholders’ meetings in accordance with legal requirements
  • Prepare the minutes of the Board of Directors' and Shareholders' meetings
  • Assist in the onboarding and continuing education of the directors and supervisors
  • Provide directors and supervisors with the necessary information for performance their duties
  • Assist directors and supervisors in ensuring compliance with laws and regulations
  • Report on the assessment of the compliance of independent directors' qualifications with relevant laws and regulations during their nomination, election, and tenure
  • Handle matters related to changes in the board of directors
  • Other matters as stipulated by the articles of incorporation or contracts
 

Continuing Education Training of the Corporate Governance Officer in 2024

Date
Organizer
Course Name
Course Hours
Total Hours
01/30
Securities & Futures Institute
Practical Seminar for Board Directors and Supervisors (including Independent Directors) and Corporate Governance Officer - Taipei
12
25
09/06
Taiwan Stock Exchange Corporation
2024 Advocacy Meeting for Insider Trading Prevention
3
10/16
Securities & Futures Institute
2030/2050 Green Industrial Revolution
3
10/23
Taiwan Stock Exchange Corporation
GHG Protocol and Scope 3 Standard Advocacy Course
7
 

Information Disclosure System

Spirox has established an Information Disclosure System based on the principles of accuracy, thoroughness, and fairness. Information related to operations, financials, and Board of Directors' resolutions is promptly provided to ensure that shareholders have access to the latest and most accurate information as a basis for their investment decisions.