Corporate Governance
Implementation and operation of corporate governance
Corporate Governance Officer
The Board of Directors announced on March 13, 2023, and appointed Vice President LAI NAN CHUN as the chief corporate governance officer. The main duties of the chief corporate governance officer are including providing the directors related information required in conducting business, assisting the directors to follow the laws and regulations, handling all the matters of Board of Directors meeting and Shareholders meeting in accordance with laws and regulations, and recording meeting minutes for Board of Directors meeting and Shareholders meeting.
113年度已對所有新任員工提供「誠信經營守則」及「防範內線交易管理程序」相關法令之教育宣導，內容包含「公司治理誠信廉潔宣導」、「誠信經營宣導」、「內部重大訊息」、「防範內線交易」、「防範內線交易」及「公司治理相關程序及辦法」，並將課程簡報與影音檔案放置於本公司內部系統供受僱人得隨時參閱，新人於報到時亦須接受0.5小時線上必修課程。
誠信經營推動小組於112年10月23日召開會議，除訂定113年度計畫外，並報告112年度期間執行當年度計畫內容，且將推動誠信經營政策執行情形報告於 112年11月9日董事會。
- The corporate governance execution of 2024－
- Finished all the matters of Board of Directors meetings and Shareholders meetings according to laws.
- Assisted the directors to complete all training plans.
- Held educational training about corporate governance and related regulations.
- Completed the performance evaluation of the board of directors of 2024 and was reported to the Board of Directors.
- Revision or amendment for the corporate governance principles in order to strengthen a good corporate governance management.
- Board of Director Performance Evaluation－
- The results of the 2024 performance evaluation were submitted to the Board of Directors on March 13, 2025
- The results of the 2023 performance evaluation were submitted to the Board of Directors on March 13, 2024
- The results of the 2022 performance evaluation were submitted to the Board of Directors on March 13, 2023
- The results of the 2021 performance evaluation were submitted to the Board of Directors on March 23, 2022
The Ethical Management Team
In October 2020, the Company was approved by chairperson to establish an Ethical Management Team and set up relevant operating measures. In addition to General Manager as the Chairperson, the head of the business department of the following units is a member and his or her responsibilities, and at least once a year, the chairperson shall report the operation and implementation to board of directors:
- Corporate governance unit: responsible for the operation of the meeting of the promotion of integrity management, ensuring legal compliance and the effectiveness of regulations and education and training.
- Personnel and legal unit: Promote the importance of integrity and legal compliance and education and training on a regular and irregular basis.
- Head of each business department: cooperate in the implementation and implementation of integrity management and fraud prevention measures, and are regularly supervised and audited.
The Company regularly conducts education and publicity on “Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies” and related laws and regulations for Director, managerial officers and employees; When new employees of Director and managerial officers take office, the stock affairs department and legal department shall provide education and promotion of relevant laws and regulations.
In October 2020, the chairman approved to set up “Ethical Corporate Management Team”, and convened by the president and composed of representatives of Corporate Governance Office, HR Department, Legal Department and all BU leaders. The president reports the implementation of ethical corporate management to the Board of Directors regularly for every year.
NDB periodically held education trainings about “The Best Corporate ethical Practice Principles” for the directors, managers and employees. Newly appointed directors, managers and new employees will be scheduled for these education trainings respectively.
- The period prior to or within 18 hours after the public disclosure of monthly consolidated revenue.
- 15 days prior to the announcement of each quarterly financial report.
- 30 days prior to the announcement of the annual financial report.
NDB provided all new employees with education on the “Code of Business Integrity” and the “Procedures for Prevention of Insider Trading”, which include “Corporate Governance Integrity and Honesty”, “Business Integrity”, “Material Internal Information”, “Prevention of Insider Trading”, “Prevention of Insider Trading”, “Procedures and Measures for Corporate Governance”. The course presentations and audio-visual files will be placed in the Company’s internal system for employees to refer to at any time, and new employees will be required to take 0.5 hours of the mandatory online course upon enrollment.
The Ethical Management Team held a meeting on October 21, 2024. In addition to formulating the 2025 annual plan, it reported the content of the annual plan implemented during 2024, and reported the implementation of the promotion of the ethical corporate management policy on November 6, 2024 in the board of directors.
Corporate Governance
Corporate Governance Officer
The Board of Directors announced on March 13, 2023, and appointed Vice President LAI NAN CHUN as the chief corporate governance officer. The main duties of the chief corporate governance officer are including providing the directors related information required in conducting business, assisting the directors to follow the laws and regulations, handling all the matters of Board of Directors meeting and Shareholders meeting in accordance with laws and regulations, and recording meeting minutes for Board of Directors meeting and Shareholders meeting.
Implementation and operation of corporate governance
- The corporate governance execution of 2024－
- Finished all the matters of Board of Directors meetings and Shareholders meetings according to laws.
- Assisted the directors to complete all training plans.
- Held educational training about corporate governance and related regulations.
- Completed the performance evaluation of the board of directors of 2024 and was reported to the Board of Directors.
- Revision or amendment for the corporate governance principles in order to strengthen a good corporate governance management.
- Board of Director Performance Evaluation－
The Ethical Management Team
In October 2020, the Company was approved by chairperson to establish an Ethical Management Team and set up relevant operating measures. In addition to General Manager as the Chairperson, the head of the business department of the following units is a member and his or her responsibilities, and at least once a year, the chairperson shall report the operation and implementation to board of directors:
- Corporate governance unit: responsible for the operation of the meeting of the promotion of integrity management, ensuring legal compliance and the effectiveness of regulations and education and training.
- Personnel and legal unit: Promote the importance of integrity and legal compliance and education and training on a regular and irregular basis.
- Head of each business department: cooperate in the implementation and implementation of integrity management and fraud prevention measures, and are regularly supervised and audited.
The Company regularly conducts education and publicity on “Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies” and related laws and regulations for Director, managerial officers and employees; When new employees of Director and managerial officers take office, the stock affairs department and legal department shall provide education and promotion of relevant laws and regulations.
Implementation and operation of corporate governance
In October 2020, the chairman approved to set up “Ethical Corporate Management Team”, and convened by the president and composed of representatives of Corporate Governance Office, HR Department, Legal Department and all BU leaders. The president reports the implementation of ethical corporate management to the Board of Directors regularly for every year.
NDB periodically held education trainings about “The Best Corporate ethical Practice Principles” for the directors, managers and employees. Newly appointed directors, managers and new employees will be scheduled for these education trainings respectively.
- The period prior to or within 18 hours after the public disclosure of monthly consolidated revenue.
- 15 days prior to the announcement of each quarterly financial report.
- 30 days prior to the announcement of the annual financial report.
NDB provided all new employees with education on the “Code of Business Integrity” and the “Procedures for Prevention of Insider Trading”, which include “Corporate Governance Integrity and Honesty”, “Business Integrity”, “Material Internal Information”, “Prevention of Insider Trading”, “Prevention of Insider Trading”, “Procedures and Measures for Corporate Governance”. The course presentations and audio-visual files will be placed in the Company’s internal system for employees to refer to at any time, and new employees will be required to take 0.5 hours of the mandatory online course upon enrollment.
The Ethical Management Team held a meeting on October 21, 2024. In addition to formulating the 2025 annual plan, it reported the content of the annual plan implemented during 2024, and reported the implementation of the promotion of the ethical corporate management policy on November 6, 2024 in the board of directors.