Corporate Governace Status
I. Business execution of the corporate governance unit
The company designated the general manager's office as a dedicated unit, responsible for corporate governance-related matters, and supervised by the top supervisor of the unit. The main business functions and development of the unit are as follows:
1.Plan and execute the board of directors and various functional committees (including the remuneration committee, audit committee, etc.), including: scheduling the agenda, sending the meeting notice at least seven days before the meeting, so as to provide sufficient information for the members to understand the proposal The content, and the minutes of the proceedings will be sent within 20 days after the meeting for members to know the results of the resolutions of the various proposals.
2.Planning and implementing the annual shareholders meeting, including: registering the date of the shareholders meeting within the prescribed time limit in accordance with the law, preparing and reporting meeting notices, annual reports, meeting handbooks and minutes.
3.Plan and implement the performance evaluation matters of the Board of Directors and functional committees.
4.Continue to pay attention to various corporate governance regulations announced by the competent authority to develop and plan appropriate organizational structures and company systems.
5.Plan Directors’ continuing education courses, and hire external lecturers to teach at home. And continue to provide relevant information on continuing education courses for directors, and assist in registration and other related tasks.
6.Evaluate the purchase of appropriate director and manager liability insurance, and report the insurance related content to the board of directors in accordance with regulations.
7.Report to the Board of Directors the results of its review of the qualifications of independent directors.
II. Enhance the functions of the board of directors and functional committees
1.Board of Directors
A.Director performance evaluation
In order to implement corporate governance, the Company established "The Rules for Performance Assessment of the Board of Directors" on November 11, 2016. and since 2016, implemented the annual performance evaluation of the Board of Directors at the end of each year from the beginning of the year .
In addition, in conjunction with the revision of the new Corporate Governance Roadmap, the Securities Exchange Act and its related sub-laws, the Board of Directors approved the revision of the “The Rules for Performance Assessment of the Board of Directors" on January 25, 2019, and changed its name to “he Rules for Performance Assessment of the Board of Directors and Functional Committee."
Please refer to the "Board Performance Evaluation Situation" for the performance evaluation status of the board of directors in the most recent year.
B.Director diversity policy
In order to enhance the functions of the Board of Directors and improve the structure of the Board of Directors, the Company established a “Board Diversity Policy” and selected members with diverse backgrounds and views on the company's operations, business model and development needs.
The implementation of the director diversity policy, please refer to the "Implementation of the Director Diversity Policy"
C. To established the Independent Directors
To enhance the company's corporate governance capabilities, strengthen the independence and functions of directors, and enhance the effectiveness of the board of directors, the board of directors was re-elected on June 14, 2023, and four independent directors were selected in accordance with the regulations of the articles of association.
2.Compensation Committee
The company had establish the Remuneration Committee on November 30, 2011. In the professional and objective position of the committee, the company's directors and managers' salary compensation policies and systems are evaluated and provide the recommendations to the board of directors for reference.
The company has also conducted performance evaluations of the Compensation Committee on a regular basis every year since 2019 . For the most recent annual performance evaluation status, please refer to the "Compensation Committee Performance Evaluation".
3.Audit Committee
The company completed the establishment of the audit committee on June 13, 2017. In the professional and objective position of the committee, the board assists the board of directors in fulfilling its integrity in supervising the company's accounting, auditing, financial statements and internal operational process control.
The company has also conducted regular performance evaluations of the audit committee every year since the year 2019. Please refer to the "Audit Committee Performance Assessment" for the latest annual performance evaluation status.
4. Sustainable Development Committee
The company established the Sustainable Development Committee by resolution of the Board of Directors on January 26, 2024, to assist the Board of Directors in continuing to promote the sustainable development of the enterprise and improve corporate governance so as to achieve the purpose of sustainable operation.
III. Strengthen information transparency and improve shareholders' rights and interests
1.The company has "Procedures for Handling Material Inside Information" and "Procedures for Preventing Insider Trading" to avoid improper disclosure of information and to ensure the consistency and correctness of the company's information to the outside world.
2.The company publishes information to the outside world through the following public channels:
A.Announce the important financial business information of the Company on the “Designated Website of the Administration” to meet the information needs of stakeholders in a timely manner.
B.Simultaneously announce the important financial business information of the Company on the company's website "Investor" to enhance the transparency of information disclosure and provide accurate and detailed information to the public.
C.Establish and implement a spokesperson and proxy spokesperson system in accordance with the law to ensure that information that may affect the decisions of shareholders and stakeholders can be disclosed in a timely and appropriate manner.
D.The Company also set up an “Investors Contact” on the company's website as a communication channel with shareholders.
E.At least once a year, the law will reveal the company's operating performance and prospects for the future industry, providing investors with the opportunity to express their opinions or communicate with the company. The company also set up a "Investors Conference" area on the company's website to provide relevant information and files.
F.By setting up an English version of the website and publishing important information, the company will simultaneously disclose the information in English to facilitate foreign companies to obtain information and improve the transparency of the company's information.
3.Since 2015, the company adopted a voting method on a case-by-case basis to vote on matters recognized by the shareholders' meeting and discussion items, and at the same time implemented an electronic voting system.
4.Since 2017, in order to strengthen the transparency of director nominations, the company has adopted a nomination system for candidates of the board of directors election.
IV. Insider Trading Prevention Measures
1.In order to prevent insider trading, the company has formulated the "PROCEDURES FOR PREVENTING INSIDER TRADING" and stipulates in Article 9-2 that "Directors shall not disclose information within 30 days before the announcement of the annual financial report and 15 days before the announcement of the quarterly financial report." Trading in the company's stocks during the closed period.“
2.When the agenda working group notifies the directors at the end of the year of the board meeting date of the next year, it also lists the closed period before the announcement of each quarterly financial report. Subsequently, it will also issue another reminder notice one day before the start of the closed period for each quarterly and annual financial report to prevent directors from violation of this standard.
3.The company will conduct online education and training on "Prohibition of Insider Trading" for all directors and managers above the managerial level in 2024. The course content includes "Essentials for Insider Trading", "Penalty for Violating Insider Trading", and "How to Avoid Inadvertently Contacted Insider Trading" ", "Management Procedures for Preventing Insider Trading", Article 9-2, regulations on not trading company stocks during the closed period before the company's quarterly financial report is announced, and other topics, a total of 87 people participated.
V. Succession plan for board members and important management
1.Succession planning for board members
A.The company's directors adopt a candidate nomination system, and each term of office is three years. The election of directors shall be handled in accordance with the "Rules for Election of Directors" of the company, unless otherwise provided by laws or regulations.
B.In accordance with the selection criteria for board members specified in the "Board Diversity Policy" and the overall required capabilities of the board of directors, the Company allocates overall board members.
C.In order to maintain the professional and experience inheritance of board members, the company plans for the succession of directors through the following methods:
(a)Extensively search for candidates as directors of the company at any time.
(b)Consider the director candidates recommended by shareholders.
(c)Use the results of the board's performance evaluation as a reference for nominating directors for re-appointment.
(d)Contact current directors to recommend suitable candidates.
D.In order to strengthen the effectiveness of directors in exercising their powers, the company provides relevant course information to directors to help directors continue to enrich industry knowledge and acquire new knowledge, and maintain their core values and professional advantages.
2.Management succession plan
Based on the future development strategy, the company defines the company's organizational structure, required positions and talent needs, and arranges the management hierarchy according to the organizational hierarchy, and cultivates the successors of each level of supervisors. The relevant cultivation conditions are described as follows:
A.The human resources administration body will launch a key talent training plan in 2021, and establish a legacy talent development mechanism based on the four stages of "selecting talents", "providing nutrients", "giving experience" and "delivering results". By identifying and selecting key minorities within the organization, and through focused training and professional functional development to improve organizational operational efficiency, we hope to make PANJIT a world-class enterprise. The company has completed the selection of key talents in 2021, and will start professional management education and training in 2022. It will formulate learning tasks according to the grades of each key talent, and plan to start a four-year training journey in conjunction with job rotation, project experience, etc.
B.The company encourages management to continue further education or participate in education and training organized by internal or external units to improve their all-round abilities. The company will also log the training data in the personal training record form to understand their training process.
C.Through different project assignments and job experience, the management skills and thinking of the management level are improved, and the ability to hold important management positions in the future is gradually cultivated.
D.Provide a comprehensive promotion channel to promote outstanding talents with potential to meet the future succession needs of important management levels.
E.Use the company's existing performance appraisal system to understand the management's functions and key performance indicators (KPIs) to evaluate and review suitable future successors.
F.Management talent training courses for middle and senior managers are held from time to time to convey emerging management thinking, and share the leadership practices of the company's organizational culture and operation management through the years of leadership experience of internal senior managers.
G.In addition to internal talent cultivation, we also recruit outstanding talents from the outside and use the pool of internal and external talents to increase the breadth and depth of the company's successor candidates.
VI.Intellectual property management
I.Intellectual Property Management Plan
The company combines the company's operating goals with R&D and legal resources. Each business unit conducts R&D and innovation on different products and technology types every year based on operating goals and taking into account the quality and quantity of intellectual property to strengthen competitive advantages and establish the company's image of innovative R&D. . Externally, in line with the company's product development strategy, we continue to build a solid intellectual property portfolio; internally, we use incentives to encourage employees to come up with ideas and submit applications for invention patents in various countries. In addition, in order to cooperate with the company's sustainable operation and strengthen the configuration of its product portfolio, the company strategically obtains authorization transfers of specific technologies from domestic and foreign R&D companies, and jointly develops relevant technologies with different industries in the upstream and downstream industries to optimize production efficiency.
Specific measures are described below:
1.Encourage R&D and innovation
The company encourages innovation, and the R&D unit regularly holds internal proposal discussions every week, and holds inter-departmental seminars from time to time every quarter. In order to continue to motivate employees to submit invention applications, the company has established a patent reward system. In accordance with the "Patent Application Maintenance and Reward Management Measures", two stages of different reward bonuses (application bonus, certification bonus) are specially designed to increase the company's research and development volume. Achieve technological leadership.
2.Patent management
In order to comply with Taiwan's intellectual property management regulations, our company implements intellectual property management and maintenance. The legal department cooperates with patent application and control, regularly updates the patent control list, and can better understand the real-time status of all the company's patents. For the developed technologies, in order to balance the quantity and quality of patent applications, the R&D unit holds irregular meetings with external professional firms to discuss the technology's patent application scope planning and review and defense policies to speed up patent approval; to further understand the differences between countries. Patent system to establish a complete patent layout.
3.Trademark management
The cooperative trademark office conducts trademark monitoring in various countries from time to time. In 2021, through negotiation with Turkish dealers, the company's exclusive trademark rights were successfully recovered in Turkey; in response to the layout of business activities, trademark applications in various places were carried out immediately. In order to continue the company's main trademark designs, new applications have been added from Israel, Indonesia, India, Japan, Malaysia, Vietnam, Philippines, Singapore, Mexico, the European Union, South Korea and other countries. As of December 2023, 16 national trademark certificates have been obtained ; For existing U.S. trademarks, keep evidence of use every year to facilitate regular use oaths in compliance with U.S. trademark laws; in addition, in response to the market layout of niche products, apply for P3QFN Taiwan trademark registration in 2022, and The registration certificate has been obtained in 2023.
4.Business secret protection
The company has been committed to the protection of confidential information for many years. In 2015, it formulated the "Business Secret Management Measures" to strengthen the management of confidential information and strengthen the promotion of the concept of business secret protection among all employees. All company employees must abide by the rules and regulations. , implement the control of electronic and paper documents, and clearly stipulate in the employment contract that no confidential information of the company shall be leaked after taking office or leaving the company; the information department has also strengthened information security precautions and sent phishing letters through the internal network from time to time. , improve the information security sensitivity of colleagues.
II.Implementation situation
The company has reported its intellectual property management situation to the board of directors on May 9, 2024. The content of this year’s report is as follows:
i.In order to continue to accumulate intellectual energy and enhance employee confidentiality awareness, the company is summarized as follows:
(A)The Company has been focusing on manufacturing for many years. In recent years, in order to become more competitive, we have carried out various research and development projects and continued to accumulate intellectual property, thereby improving production efficiency and research and development potential. According to statistics, the company filed a total of 11 patent applications in 2021, a total of 47 patent applications in 2022, and a total of 45 patent applications/16 patent applications in 2023. It not only continued to maintain a certain level of application numbers, but also obtained patents receive certification results. At the same time, the Company is also gradually using electronic processes for patent application approval, rejection approval by patent offices in various countries, annual maintenance fee approval, and second-stage award application submission, etc.
(B)All employees’ service contracts are signed with confidentiality clauses. On the premise of complying with legal regulations, key functions and middle and senior management will be evaluated whether to sign post-employment non-compete clauses to protect the company’s intellectual property rights.
ii.The current list of intellectual property and achievements obtained is as follows:
(1) Patents: A total of 47 new patent applications will be filed in 2023. As of the end of 2023, the company has filed a total of 120 valid patent applications (excluding patents that have been abandoned for maintenance). As of 2023, there are 31 valid patents that have been approved for certification (excluding patents that have been abandoned for maintenance); there are 89 patents that are still under review.
(2) Trademarks: 0 newly applied trademarks, bringing the company’s total number of global trademarks to 30.
iii. Intellectual Property Education and Training
Patent firms will be invited to hold educational training such as "Patent Practice Analysis" and "Patent Examination and Relief Process" in 2023. Within the company, patented engineers share "the technical equipment of corporate intellectual property."