- Agenda Review
The Company’s board of directors convenes a monthly meeting to review relevant information prepared by the management of the relevant departments.In 2020, a total of 13 board meetings were held (the average attendance of directors was 98.53%). The personnel of the relevant departments attended the board meetings to make explanatory statements depending on the details of the meeting agenda,enabling sufficient time and opportunities for explanation and communication with the board. The Board of Directors reviewed a total of 225 cases, included 102 cases concerning policies, economic, environmental and social issues.
Economic, environmental and social issues generated from the operating activities are handled by the senior management authorized by the board of directors. When necessary, the handling situation will be reported to the board of directors. For the resolutions of the board meetings, the monthly follow-up report is reported and for those cases that are not closed, quarterly follow-up reports will be made and reported to the board meeting.
- Directors' Remuneration
TSC is a state-owned enterprise. The remuneration of the directors is paid according to Paragraph 2, Article 15 of the Articles of Incorporation, “Standards for Remuneration of Directors and Managers Determined by the Competent Authority.” Therefore, the “Remuneration Committee” is not set up.In addition to the independent director's monthly payment of concurrent serving of NT30,000 dollars, the remainders are all paid in accordance with the “List of Monthly Payment of the Directors and Supervisors of the Ministry of Economic Affairs”. The salary and bonuses of the chairman, president and vice presidents are paid according to the “Guidelines for the Management of Employment Expenses of the Business Units Affiliated with the MOEA”, and there are no other additional remuneration or bonuses.
- Board Assessment
As a state-owned enterprise and not a TWSE/TPEx listed company, the evaluation of corporate governance performance of TSC does not apply to the Corporate Governance Evaluation Index announced by Securities & Futures Institute. However, MOEA has selected an external impartial unit for the annual evaluation of the corporate governance effectiveness of business units affiliated with the MOEA in recent years. In 2020, the State-owned Enterprise Commission of MOEA entrusted National Taipei University of Technology to conduct evaluation of the corporate governance system based on the OECD Guidelines on Corporate Governance of State-Owned Enterprises. In addition, corporate governance evaluation items incorporated with 9 major aspects, including the Responsibilities of BOD of State-owned Enterprise were formulated in 2020 by referring to the Executive Yuan’s Policy Agenda and Action Plan to Strengthen Corporate Governance. The evaluation includes 60% of written documents review and 40% onsite visits. The suggestions in the report are used as a reference for the company’s corporate governance system and operational performance evaluation.
Annual self-assessment and evaluation are carried out for the chairman and president according to the “Regulations for Performance Evaluation of State-Run Enterprises" and“Guidelines for the Evaluation of the TSC’s Board of Directors”. The assessment of the remaining independent directors and directors is carried out according to the "Guidelines for Appointment of Directors and Supervisors and Other Important Duties by Ministry of Economic Affairs and its Affiliates ". The results of self-assessment and evaluation of the board members are submitted to the Board of Directors at the beginning of each year to enhance the effectiveness and efficiency of the Board.
