Establishment of Corporate Governance Officer and operational status
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.
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 2023 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.
The corporate governance training status of 2024－
Date
Organizer
Course
Training Hours
2024.08.07
Accounting Research and Development Foundation
Corporate Fraud Investigation Practices and Case Studies
3.0
Board of Director Performance Evaluation－
Establishment of Ethical Practice Management Team and operational status
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 Corporation has established its “Procedures for Handling Material Inside Information” and “Prevention Practice for Insider Trading” to prevent improper release of undisclosed information and to inform insiders about insider trading related laws and regulations. The Corporation regularly disseminates the “Prevention Procedure for Insider Trading” and related laws and regulations to its directors, managers and employees. When new directors and managers take office, and new employees arrive at work, the shareholder service department conducts education and dissemination of relevant laws and regulations for them.
Before the end of each quarter, the Corporation e-mails its directors to give them notice and advice on the time points when they are not allowed to trade their shares in the following quarter, so that the insiders can avoid any violation of the Securities and Exchange Act and other stock-related laws and regulations. The relevant time points are as follows:
- 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 implementation of ethical corporate management has been reported to the Board of Directors on November 9, 2023.
Establishment of Corporate Governance Officer and operational status
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.
The corporate governance execution of 202－
- 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 2023 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.
The corporate governance training status of 2024－
Date
2024.08.07
Organizer
Accounting Research and Development Foundation
Course
Corporate Fraud Investigation Practices and Case Studies
Training Hours
3.0
Board of Director Performance Evaluation－
Establishment of Ethical Practice Management Team and operational status
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 Corporation has established its “Procedures for Handling Material Inside Information” and “Prevention Practice for Insider Trading” to prevent improper release of undisclosed information and to inform insiders about insider trading related laws and regulations. The Corporation regularly disseminates the “Prevention Procedure for Insider Trading” and related laws and regulations to its directors, managers and employees. When new directors and managers take office, and new employees arrive at work, the shareholder service department conducts education and dissemination of relevant laws and regulations for them.
Before the end of each quarter, the Corporation e-mails its directors to give them notice and advice on the time points when they are not allowed to trade their shares in the following quarter, so that the insiders can avoid any violation of the Securities and Exchange Act and other stock-related laws and regulations. The relevant time points are as follows:
- 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 implementation of ethical corporate management has been reported to the Board of Directors on November 9, 2023.