德英生物科技
詢價車

Corporate governance operations

Corporate Governance Practices

Evaluation Item Yes No Brief Description Differences from Corporate Governance Best Practice Principles and Reasons
I. Relationship between the Company and Shareholders
(1) Has the Company appointed a spokesperson and an acting spokesperson to handle matters such as shareholder suggestions, inquiries, and disputes? v － The Company has appointed a spokesperson and an acting spokesperson to handle shareholder suggestions, inquiries, disputes, and related matters. No material differences.
(2) Does the Company keep a list of major shareholders that actually control the Company and the ultimate controllers thereof? v － The Company has engaged Hua Nan Securities to handle stock affairs, enabling the Company to obtain information on major shareholders and ultimate controllers at any time. No material differences.
(3) Has the Company established risk control and firewalls with respect to its affiliated enterprises? v － The Company has formulated the “Procedures for Handling Transactions with Related Parties, Specific Companies, and Group Enterprises,” the “Procedures for Financial and Business Transactions between Affiliated Enterprises,” and the “Regulations for Supervision and Management of Subsidiaries” as the basis for such controls. No material differences.
(4) Has the Company established internal regulations prohibiting insiders from trading in securities using undisclosed information? v － The Company has established the “Insider Trading Prevention Management Measures” to prevent and prohibit insiders from trading in securities using material non-public information. No material differences.
II. Composition and Duties of the Board of Directors
(1) Has the Board formulated a diversity policy, set concrete management objectives, and implemented them? v － On 104.3.13, the Company amended the “Rules for Election of Directors,” specifying a board diversity policy.
There are currently seven directors, of whom approximately 14% are employees and about 57% are independent directors. The directors are aged between 60 and 79, combining experience and expertise.		 No material differences.
Diversity criteria include gender, business judgment, management and decision-making capabilities, knowledge of the pharmaceutical industry, international market perspective, accounting and financial expertise, and crisis management abilities. All board members possess diverse professional backgrounds, and the Board regularly reviews its composition to ensure the quality of decision-making.
(2) In addition to establishing a Compensation Committee and an Audit Committee as required by law, has the Company voluntarily established other functional committees? v － The Company has three directors and four independent directors, each independently exercising their authority; and has adopted the “Scope of Duties of Independent Directors.” In addition, the Audit Committee and Compensation Committee were established in 98 and 100, respectively. No material differences.
(3) Has the Company established a performance evaluation method for the Board of Directors and conducted regular assessments? v － On 106.12.14, the Company adopted the “Regulations for Performance Evaluation of the Board of Directors.” Self-evaluations or external evaluations are carried out annually. Evaluation aspects include participation in operations, decision-making quality, composition and structure, selection and continuing education, and internal control. No material differences.
(4) Does the Company regularly assess the independence of the certified public accountants? v － In accordance with the “Corporate Governance Best Practice Principles,” the Company evaluates the independence and suitability of its certified public accountants each year. The most recent evaluation was completed and approved on 114.3.7, and the current CPAs have no conflicts of financial interest with the Company. No material differences.
III. Corporate Governance Officer / Dedicated Unit
Has the Company appointed a corporate governance officer or dedicated personnel responsible for corporate governance matters? v － On 112.3.10, the Board of Directors resolved to establish a corporate governance officer position. The role was concurrently assumed by Deputy Manager of the Finance Department, Ms. Chang Na-Fen, and later, on 113.12.13, transferred to Marketing Director Ms. Lin Hsuan-Hsuan to concurrently serve in this capacity. No material differences.
IV. Communication with Stakeholders
Has the Company established communication channels with stakeholders (such as shareholders, employees, customers, and suppliers)? v － The Company’s website includes a “Stakeholders” section and contact channels, providing mechanisms for opinion feedback and communication. A dedicated person consolidates and reports these opinions as a basis for improvements. No material differences.
Has the Company engaged a professional stock affairs agency to handle shareholders’ meetings and related stock affairs? v － On 99.8.31, the Company appointed Hua Nan Securities as its stock affairs agent. No material differences.
V. Information Disclosure
(1) Has the Company set up an official website and disclosed financial, corporate governance, and other related information thereon? v － The Company has established an official website disclosing its Articles of Incorporation, key internal regulations, financial reports, corporate governance reports, and material information for stakeholders’ reference. No material differences.
(2) Does the Company use other channels for information disclosure (such as annual reports, shareholders’ meeting handbooks, and the Market Observation Post System)? v － The Company discloses relevant information on the Market Observation Post System as required and provides complete documents such as annual reports, shareholders’ meeting materials, and financial statements. No material differences.
(3) Does the Company disclose the contact information of the corporate governance officer? v － The Company’s website has a “Corporate Governance” section that discloses the name, title, telephone number, and email address of the corporate governance officer. No material differences.
VI. Internal Audit
(1) Has the Company established an internal audit unit that reports directly to the Board of Directors? v － The Company has set up an internal audit unit, and the head of the Audit Office reports directly to the Board of Directors, regularly reviewing the internal control system and its implementation. No material differences.
(2) Does the internal audit unit prepare an internal control statement in accordance with regulations? v － The Company conducts annual self-assessments of its internal control system. After approval by the Board of Directors, the internal control statement is disclosed before the end of March in the following year. No material differences.
VII. Certified Public Accountants and Legal Compliance
(1) Does the Company annually assess the independence and suitability of the certified public accountants? v － The Company evaluates the independence and professional competence of its signing CPAs every year. The most recent evaluation was completed in 114.3 and confirmed to be in compliance with relevant regulations. No material differences.
(2) Has the Company established a legal compliance system? v － The Company has designated a legal compliance officer responsible for supervising each unit’s compliance with applicable laws and regulations and reporting regularly to the Board of Directors. No material differences.
VIII. Other Important Information
(1) Has the Company implemented ethical corporate management, corporate social responsibility, and sustainable development? v － The Company promotes corporate ethics in accordance with the “Ethical Corporate Management Best Practice Principles” and has established a “Corporate Social Responsibility Policy.”
It regularly discloses measures related to environmental protection, social engagement, and employee care, thereby promoting sustainable development.		 No material differences.
(2) Other important corporate governance measures or improvement plans that should be disclosed v － The Company continues to enhance its corporate governance system. In 114, it will further strengthen the scope of internal audit inspections, promote digital management, and improve sustainability governance disclosure.
It will also continue to conduct education and training for directors and senior management to enhance overall corporate governance effectiveness.		 No material differences.