Establishment of Corporate Governance Officer and operational status
Due to Position adjustment, the corporate governance officer change from Special Assistant LIAO LI SHU to Vice President LAI NAN CHUN on March 13, 2023. 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 2023－
- 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 2022 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 2021, 2022 and 2023－
Date
Organizer
Course
Training Hours
2023.11.09
Accounting Research and Development Foundation
Risk Management for Corporate Sustainability
3.0
2023.11.03
Taiwan Corporate Governance Association
Litigation and Beyond – How to Write a Good Dispute Resolution Clause in a Contract?
3.0
2023.10.24
Taiwan Corporate Governance Association
AI Applications, Law and Auditing
3.0
2023.08.10
Accounting Research and Development Foundation
The illegal status, legal liability and case study of “business competition behavior” of enterprises.
3.0
2023.07.07
Taiwan Corporate Governance Association
Artificial Intelligence Explosion: ChatGPT Technology Development and Application Opportunities for Chat Robots
3.0
2023.06.02
Taiwan Corporate Governance Association
Commercial Litigation and Dispute Resolution Practice Review
3.0
2022.11.10
Taiwan Corporate Governance Association
Enterprise Employee Strategy and Tool Application Workshop
3.0
2022.10.19
Securities and Futures Institute
Legal compliance for insider equity transaction
3.0
2022.10.11
Taiwan Stock Exchange Corporation
Release Conference 2022: Reference guide for Independent Director and Audit Committee
3.0
2022.08.09
Accounting Research and Development Foundation
2022 Insider Trading Prevention Seminar
3.0
2022.04.22
Taiwan Institute for Sustainable Energy
Transform to Net Zero
3.0
2021.11.30
Taiwan Corporate Governance Association
Directors’ Roles and Responsibilities in Annual Report Disclosure
6.0
2021.11.09
Securities and Futures Institute
2021 Insider Trading Prevention Seminar
3.0
2021.11.03
Taiwan Corporate Governance Association
5G application and industry development trends
3.0
2021.10.28
Securities and Futures Institute
Legal compliance for insider equity transaction
3.0
2021.08.05
Taiwan Corporate Governance Association
M&A Strategy and Planning
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.
On September 22, 2023, NDB held an education course for about 51 employees. The course included “Intellectual Property Rights,” “Corporate Governance Integrity,” “Integrity Management Promotion”, “Material Internal Information”, “Prevention of Insider Trading”, and “Corporate Governance Related Procedures and Measures”. The course for about 1.5 hour. The materials of training had uploaded in company system for all employees to check any time.
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
Due to Position adjustment, the corporate governance officer change from Special Assistant LIAO LI SHU to Vice President LAI NAN CHUN on March 13, 2023. 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 2023－
- 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 2022 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 2021 , 2022 and 2023－
Date
2023.11.09
Organizer
Accounting Research and Development Foundation
Course
Risk Management for Corporate Sustainability
Training Hours
3.0
Date
2023.11.03
Organizer
Taiwan Corporate Governance Association
Course
Litigation and Beyond – How to Write a Good Dispute Resolution Clause in a Contract?
Training Hours
3.0
Date
2023.10.24
Organizer
Taiwan Corporate Governance Association
Course
AI Applications, Law and Auditing
Training Hours
3.0
Date
2023.08.10
Organizer
Accounting Research and Development Foundation
Course
The illegal status, legal liability and case study of “business competition behavior” of enterprises.
Training Hours
3.0
Date
2023.07.07
Organizer
Taiwan Corporate Governance Association
Course
Artificial Intelligence Explosion: ChatGPT Technology Development and Application Opportunities for Chat Robots
Training Hours
3.0
Date
2023.06.02
Organizer
Taiwan Corporate Governance Association
Course
Commercial Litigation and Dispute Resolution Practice Review
Training Hours
3.0
Date
2022.11.10
Organizer
Taiwan Corporate Governance Association
Course
Enterprise Employee Strategy and Tool Application Workshop
Hours
3.0
Date
2022.10.19
Organizer
Securities and Futures Institute
Course
Legal compliance for insider equity transaction
Training Hours
3.0
Date
2022.10.11
Organizer
Taiwan Stock Exchange Corporation
Course
Release Conference 2022: Reference guide for Independent Director and Audit Committee
Training Hours
3.0
Date
2022.08.09
Organizer
Accounting Research and Development Foundation
Course
2022 Insider Trading Prevention Seminar
Training Hours
3.0
Date
2022.04.22
Organizer
Taiwan Institute for Sustainable Energy
Course
Transform to Net Zero
Training Hours
3.0
Date
2021.11.30
Organizer
Taiwan Corporate Governance Association
Course
Directors’ Roles and Responsibilities in Annual Report Disclosure
Training Hours
6.0
Date
2021.11.09
Organizer
Securities and Futures Institute
Course
2021 Insider Trading Prevention Seminar
Training Hours
3.0
Date
2021.11.03
Organizer
Taiwan Corporate Governance Association
Course
5G application and industry development trends
Training Hours
3.0
Date
2021.10.28
Organizer
Securities and Futures Institute
Course
Legal compliance for insider equity transaction
Training Hours
3.0
Date
2021.08.05
Organizer
Taiwan Corporate Governance Association
Course
M&A Strategy and Planning
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.
On September 22, 2023, NDB held an education course for about 51 employees. The course included “Intellectual Property Rights,” “Corporate Governance Integrity,” “Integrity Management Promotion”, “Material Internal Information”, “Prevention of Insider Trading”, and “Corporate Governance Related Procedures and Measures”. The course for about 1.5 hour. The materials of training had uploaded in company system for all employees to check any time.
The implementation of ethical corporate management has been reported to the Board of Directors on November 9, 2023.