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Corporate Governance Implementation Status
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Corporate Governance Implementation Status
Corporate Governance
Corporate Governance Implementation Status
| Assessment Item | Operational situation | Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summarized Description | ||
1.Has the Company established and does it disclose its Corporate Governance Best Practice Principles based on the Corporate Governance Best Practice Principles for TWSE/TPEx |
V | The Company has established the Corporate Governance Best Practice Principles in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and disclosed them on the Company website. | No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations. | |
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2.The Company’s shareholding structure and shareholders’ equity (1). Has the Company formulated internal operating procedures for handling shareholders’ suggestions or questions or disputes and litigation with them and complied with the procedures? (2). Does the Company have a list of the major shareholders with ultimate control over the Company and a list of the ultimate controllers of the major shareholders? (3). Has the Company established and implemented a risk control and a firewall mechanism between itself and affiliates? (4). Has the Company formulated internal regulations to prohibit insiders from using information undisclosed in the market to buy and sell securities? |
V |
(1). The Company has designated a spokesperson to handle shareholders’ suggestions, disputes, inquiries, and litigation matters in accordance with the Corporate Governance Best Practice Principles, and to coordinate with relevant units for execution./span> (2) The Company has identified the major shareholders who exercise actual control over the Company. (3). The Company has established financial and operational procedures for group enterprises, specific companies, and related parties, as well as procedures for the acquisition or disposal of assets, subsidiary supervision and control procedures, and enterprise risk management policies and procedures to regulate transactions between related enterprises and implement risk control. (4). 本The Company has established procedures to prevent insider trading and regularly educates insiders on their obligations to avoid any profit-seeking behavior due to information asymmetry. |
No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations. | |
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3.Composition and Responsibilities of the Board of Directors (1). Has the Board of Directors formulated a diversity policy and specific management objectives and implemented them accordingly? (2). Has the Company voluntarily established other functional committees in addition to the Remuneration and the Audit Committees established in accordance with the law? (3). Has the Company formulated board performance evaluation regulations and evaluation methods, conducted performance evaluations annually and regularly, reported the results of performance evaluations to the Board of Directors, and adopted such results as a reference for deciding the remuneration of and nominating candidates for individual directors? (4). Does the Company regularly assess the independence of the CPAs? |
V |
(1). According to the Company’s Corporate Governance Best Practice Principles, Chapter 3 on Enhancing the Functions of the Board of Directors mentions the diversity policy related to the composition of the Board members. Additionally, the Director Election Regulations stipulate the adoption of a comprehensive candidate nomination system, accepting the nomination of director candidates from shareholders holding more than 1% of the shares, to ensure shareholder rights while considering the diversity and independence of directors. The Company’s board of directors consists of 40% (4 members) women and 60% (6 members) men, maintaining a balanced ratio. Board members have diverse academic and professional backgrounds, including different expertise such as serving as directors of listed companies, corporate finance managers, and consultants for the Council of Labor Affairs. This diversity helps in supervising the Company’s operations and protecting shareholders’ interests. Furthermore, the Company has established guidelines for continuing education of directors, and through electronic, diversified, humanized, and flexible course designs, directors are encouraged to engage in substantive learning and development. The implementation of diversity among individual directors on the Board is shown in the attached table. (2). The Company has established a Remuneration Committee and voluntarily set up an Audit Committee. There are currently no arrangements for other functional committees. (3). The Company has established a Board Performance Evaluation Measures and evaluation methods, conducting annual performance evaluations (evaluation results can be found on the Company’s website). (4). The Audit Committee regularly evaluates the independence of the CPAs annually and reports the evaluation results to the Board of Directors to ensure that the appointed accounting firm and its alliance firms (if applicable) are not aware of any commercial relationships or other matters between them and the Company that could reasonably be considered to affect their independence. The accounting firm and its other members and alliance firm members have also complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China No. 10 in maintaining independence from the Company. |
No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations. | |
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4.Has the Company has appointed an appropriate number of competent corporate governance personnel and designated a corporate governance officer to be responsible for corporate governance affairs (including but not limited to providing directors and supervisors with the materials required for performance of their duties, assisting directors and supervisors with compliance, handling matters related to board meetings and the shareholders’ meetings, and preparing minutes of board meetings and shareholders’ meetings)? |
V | The Company has established a dedicated unit, a corporate governance officer, and coordinators responsible for matters related to corporate governance. | No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations. | |
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5.Has the Company established communication channels with stakeholders (including but not limited to shareholders, employees, clients, and suppliers) and set up a section dedicated to stakeholders on the Company’s website to properly respond to stakeholders’ major CSR issues of concern? |
V |
(1). The Company has conducted interviews and electronic surveys with the identified 7 major stakeholder groups annually in accordance with the GRI standards’ requirements on material sustainability issues to understand the concerns and expectations of different stakeholders on Good Way’s material sustainability issues. The responses and corresponding actions to these material issue expectations have been disclosed in the Company’s annual CSR report and explained to the Board of Directors and stakeholders. (2). Starting from 2024, the Company will set up an electronic questionnaire on material sustainability issues on the updated official website to continue interacting with stakeholders who are concerned about Good Way’s ESG and collect their opinions. |
No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations. | |
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6.Does the Company appoint a professional stock affairs agency to handle the affairs related to shareholders’ meetings? |
V | he Company have appointed Register & Transfer Agency, SinoPac Securities Corporation, to handle the affairs related to shareholders’ meetings. | No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations. | |
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7.Information disclosures |
No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations. | |||
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(1). Has the Company set up a website to disclose information on financial business and corporate governance? |
V |
(1). The Company has disclosed investor-related information, including financial information and corporate governance information, on the Company website. |
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(2). Does the Company adopt other methods to disclose information (such as setting up an English website, designating personnel to collect and disclose company information, implementing a spokesperson system, or placing the proceeding of investor conferences on the Company website)? |
V | (2). The Company has established an English website to keep up with the trend of internationalization and has placed the proceedings of the institutional investor conferences on the Company website. | ||
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(3). Does the Company announce and submit an annual financial report to the competent authority within two months after the end of each year and announce and submit the financial reports for the first, second, and third quarters and the operations of each month to the competent authority before a specified deadline? |
V | |||
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8.Does the Company have other important information that facilitates the understanding of the operations of corporate governance (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholders’ rights, directors’ and supervisors’ continuing education, the implementation of risk management policies and risk measurement standards, the implementation of client policies, and the Company’s purchase of directors and supervisors liability insurance)? |
V |
The Company firmly believes that a sound board structure and operation, information transparency, safeguarding shareholders’ rights and interests, and equal treatment of shareholders are the foundations of corporate governance. (1). In 2023, the Company has arranged for directors to attend continuing education courses. The relevant directors’ training information is provided in the attached Table 2 below. (2). Every year, the Company purchases liability insurance for its directors and managers. The important details of the liability insurance, such as the insured amount, coverage scope, and insurance premiums, will be reported to the upcoming board meeting. (3). Risk management policies and implementation of risk measurement: All major operational policies, investment projects, endorsements and guarantees, lending of funds, bank financing, and other significant proposals of the Company are evaluated and analyzed by the appropriate authority and implemented in accordance with the Board of Directors’ resolutions. The Audit Department also formulates its annual audit plan based on the risk assessment results and effectively implements the supervisory mechanism and control of various risk management implementations. (4). The Company has dedicated email inboxes for investors/shareholders/government/media/local communities/others, customers, suppliers, and employees to actively address complaints and safeguard the rights and interests of all parties. (5). Please refer to the Corporate Governance section on the Company’s website:http://www.goodway.com.tw |
No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations. | |
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9. Please specify any improvements made as per the results of the corporate governance evaluation announced by the Corporate Governance Center, Taiwan Stock Exchange Corporation, in the most recent year and put forth prioritized measures to improve those that have not yet improved. Please refer to the shareholders' Annual Report |
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Comprehensive Evaluation Result: In the 10th Corporate Governance Evaluation, the Company ranked in the top 51% to 65% of all listed companies, with satisfactory performance. The Company will gradually implement improvement measures according to the materiality of the evaluation recommendations to enhance corporate governance and protect shareholders’ rights. |
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Results of corporate governance evaluation
| Published results | Good Way percentage | |
|---|---|---|
| 2016Y（The third session） | Top20% | 21% - 35% |
| 2017Y（The four session） | Top50% | 21% - 35% |
| 2018Y（The five session） | 100% | 21% - 35% |
| 2019Y（The six session） | 100% | 21% - 35% |
| 2020Y（The seven session） | 100% | 36% - 50% |
| 2021Y（The eighth session） | 100% | 51% ~ 65% |
| 2022Y（The nine session） | 100% | 51% ~ 65% |
| 2023Y（The ten session） | 100% | 51% ~ 65% |
