corporate governance and sustainable development committee
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in order to fostering corporate governance culture, implementing sustainable development, overseeing the performance relating to corporate governance, corporate social responsibilities and business ethics, increasing the board’s engagement in matters relating to corporate governance, and shaping a corporate governance spirit, the board of chaiease holding, by resolution on december 14 of 2018, approved the proposal for establishing a “corporate governance and sustainable development committee (“the committee”), replacing the “corporate governance and ethical corporate management committee.” according to the organizing rules, members of the committee consist of the chairman of the board and two independent directors with the former being the chairperson and convener of the committee.
according to the organizing rules of the committee, its duties include:
1. implementation and strengthening of corporate governance:
- charting of the course, annual projects and progress on corporate governance
- examination, suggestions and monitor on the effectiveness of existing corporate governance system and related projects of the year
- examination, suggestions and monitor on the disclosure of information of the company and its subsidiaries
- review on the governing relation among the company and its affiliates
- other matters the committee is responsible for pursuant to the memorandum and articles of association and the by-laws of the company
2. implementation of measures relating to corporate social responsibility
- formulating of policies and rules on corporate social responsibility
- drafting of annual objectives and proposals on corporate social responsibility
- monitor, examination and revision on the performance of corporate social responsibility
- producing and editing of the corporate social responsibility report
3. deterrence against unethical conducts
- introduction of business ethics and moral values into the business strategies of the company and the adoption of related measures for observing business ethics
- adoption of plans for the prevention of unethical conducts and adoption of work-related standard procedures and behavioral principles tailored for each plan
- planning of intra-company organization, establishment and responsibility with a view to create a check-and-balance mechanism on business activities prone to higher risk of unethical practices
- implementation and coordination of the education and training on business ethics policies
- planning on the reporting system for ensuring the effectiveness of performance
- assistance provided for the chairman of the board and the managerial level on examining and evaluating whether or not the prudential measures adopted for implementing business ethics perform effectively and on completing reports on the evaluation of compliance of operating procedures
|work plan project||description||implementation results|
|1||compliance matters of international subsidiaries||1. the company set up new subsidiaries in singapore and indonesia in 2019. in accordance with the current operations of the subsidiary in singapore, the company has assisted in establishing its internal policies and procedures, such as regulations governing the acquisition and disposal of assets, procedures for financial derivatives transactions, policy on related party transactions, and anti-money laundering and combating the financing of terrorism policy.
2. the company also assisted in adding or revising existing internal policies and procedures of indonesian subsidiaries and other overseas subsidiaries as necessary.
|the relevant policies and procedures were approved and implemented by the chairman of the company before december 2019.|
|2||to set up the information security committee reports to the ceo of the company||to strengthen information security management, the company established “chailease holding information security policy,” and set up the information security committee to be responsible for the planning, coordinating and promotion of information security matters.||
1. the board of directors resolved in november 2019 to adopt the “chailease holding information security policy”.
2. the "information security committee" was approved by the chairman in november 2019 and set up in accordance with "chailease holding information security policy "
|3||to revise “the rules on the evaluation of the performance of the board of directors,” and the questionnaires||
1. in accordance with the rules of the taiwan stock exchange and the requirement of the corporate governance evaluation, the company revised “the rules on the evaluation of the performance of the board of directors,” and the questionnaires in 2019. besides revising certain indexes of the questionnaires into a more qualitative analysis method in order to review the salary of the members of the board of the directors via each performance evaluation.
2. the revised rules and questionnaires shall be included in performance assessments of the board of directors, functional committees, and individual directors through self-assessment and peer-to-peer assessments in 2019.
|1. the board of directors resolved in july 2019 to adopt the “the rules on the evaluation of the performance of the board of directors” and the questionnaires.
2. the results of the internal and evaluation shows the board’s performance “effective.” an abstract of the results was disclosed in the webpage and the annual book of the company.
|4||to revise the “ethical conduct best practice principles”, “procedures for ethical management and guidelines for conduct” and “ethical corporate management principles”. it is expected to report to the 2020 shareholders meeting.||the company revised the “ethical conduct best practice principles”, “procedures for ethical management and guidelines for conduct” and “ethical corporate management principles”. it is expected to report to the 2020 shareholders meeting.||
1. the corporate governance and sustainable development committee and the board of directors resolved in march 2019 to adopt the“ethical conduct best practice principles”, “procedures for ethical management and guidelines for conduct” and “ethical corporate management principles”
2. in accordance with the rules of the taiwan stock exchange and the requirement of the corporate governance evaluation, the company revised “ethical corporate management best practice principles” for the second time in november 2019.