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Corporate Governance

Corporate Governance Structure
 

 

Board of Directors
The board of directors is PAHSCO's highest governing body. Directors are elected by shareholders meeting in accordance with “Regulations Governing Election of Directors.” The qualification requirements and election of independent directors are in accordance with “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”. During the two years before being elected or during the term of office, an independent director may not have been or be an employee or related party of the company or any of its affiliates.
The Company’s “Corporate Governance Best-Practice Principles” formulates the policy of diversity. The structure of the board of directors is based on the company's business operations, operating dynamics, and development needs. When electing or nominating members of the board of directors, the Company shall take gender, age, education and work experiences into consideration. The composition of the board of directors is determined not only by directors’ professional knowledge, related experience and skills, but also taking diversity into consideration so as to empower the directors and make material contributions to operation.
Among the 15th board of directors, 14% are also managers, 43% are independent directors, and 57% are females. Director Jin Chung and An-Ting Chung are capable of making judgment in operation, corporate management, leadership and decision-making, and crisis management. They have years of experience in the industry and operation in the international market. Director Min-Chih Chang, who has accounting and management practical experience, was supervisor of the Company for several years and familiar with the Company’s financial and business condition. Director Meng-Kang Chang is specialized in administrative management and seasoned in leadership and decision-making, operation management and marketing planning. Independent directors Kui-Kai Chou and Yuan-Ning Wu have been in executive positions in banking and corporate finance and are good in leadership and management. They also have good experience in finance and accounting, and could perform the duties of supervision as Independent Directors. Newly elected independent director Yann-Fen C. Chao has engaged in nursing research for years and served as department heads of many universities and colleges. She has both research and leadership capability and could provide opinions on the Company’s future development from a professional perspective. View biographies of directors

Audit Committee
2019 Regular Shareholders’ Meeting of PAHSCO resolved to amend the Article of Incorporation to establish an audit committee to replace supervisors. The audit committee composed of independent directors shall meet at least quarterly in accordance with “Regulations Governing the Exercise of Powers by Audit Committees of Public Companies." The powers of the Committee are pursuant to “Pacific Hospital Supply Co., Ltd. Audit Committee Charter” are as follows:
1. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of the internal control system.
3. The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
4. Matters in which a director is an interested party.
5. Asset transactions or derivatives trading of a material nature.
6. Loans of funds, endorsements, or provision of guarantees of a material nature.
7. The offering, issuance, or private placement of equity-type securities.
8. The hiring or dismissal of a certified public accountant, or their compensation.
9. The appointment or discharge of a financial, accounting, or internal audit officer.
10. Annual financial reports, and second quarter financial reports that must be audited and attested by a CPA.
11. Other material matters as may be required by this Corporation or by the competent authority.

Remuneration Committee
PAHSCO established remuneration committee in 2010. The members of remuneration committee are appointed by resolution of the board of directors in accordance with "Remuneration Committee Charter", whose main duties include periodically reviewing the performance for the directors, supervisors and managerial officers of the Company and the policies, systems, standards and structure for their compensation, and making recommendations for amendments to "Remuneration Committee Charter". The 3rd remuneration committee members are three—two independent directors and a qualified lawyer, Ms. Si-Shen Chen.
 

Article of Association and Regulations

ITEM
Title
File link
1
Articles of Incorporation
2
Shareholders’ Meeting Procedure Rules
3 Rules of Procedure for Board of Directors Meetings
4 Regulations Governing Election of Directors
5 Procedures for the Acquisition and Disposal of Assets
6
Rules Governing the Scope of Powers of Independent Directors
7
Operational Procedures for Endorsements/Guarantees
8
Procedures for Lending Funds to Other Parties
9
Rules Governing the Exercise of Rights and Participation in Resolutions by Juristic Person Shareholders with Controlling Power
10
Guidelines for the Adoption of Codes of Ethical Conduct
11
Internal Major Information Processing Operating Procedures
12
Rules for Prevention of Insider Trading
13
Self-Regulatory Rules on Disclosure of Merger and Acquisition Information
14
Rules Governing Financial and Business Matters between this Corporation and its Affiliated Enterprises
15 Procedures for Ethical Management and Guidelines for Conduct
16 Corporate Governance Best‐Practice Principles
17 Directions for the Implementation of Continuing Education for Directors
18 Corporate Social Responsibility Best Practice Principles
19 Ethical Corporate Management Best Practice Principles
20 Rules for Repurchase and Transfer of Shares to Employees
Note:  


Corporate Social Responsibility Activities

2020-Environmental Education-Slow Food


2019-Beach Cleanup aLongfeng Fishing Port


2019-Blood Donation Activity   


2019-Social Enterprise Marketplace at Tongke Plant


2018-Sponsorship for Citizens Sports Games in Miaoli


2018-Blood Donation Activity   


2017-Beach Cleanup at Waipu Fishing Harbor


2017-Fun Competition for Labors


2016-Hiking & Mountain Cleaning Activity


2015&2016 Outstanding Performance Unit in Green Procurement

 


 

Corporate Social Responsibility Reports

Title          
File link
2010 Corporate Social Responsibility Report
2011 Corporate Social Responsibility Report
2012 Corporate Social Responsibility Report
2013 Corporate Social Responsibility Report
2014 Corporate Social Responsibility Report
2015 Corporate Social Responsibility Report
2016 Corporate Social Responsibility Report
2017 Corporate Social Responsibility Report
2018 Corporate Social Responsibility Report
2019 Corporate Social Responsibility Report