ESG Sustainable Management Committee ESG Sustainable Management Committee
Promote and implement corporate social responsibility policies and sustainable development: 1. Review and offer suggestions on the effectiveness of the ESG implementation. 2. Plan the direction of corporate social responsibility, and the annual implementation plan and progress. 3. Other related matters. The Company has set up the ESG Sustainable Management Committee since September 17th, 2021, and the Committee holds a minimum of 2 meetings a year. The current members are:Promote and implement corporate social responsibility policies and sustainable development: 1. Review and offer suggestions on the effectiveness of the ESG implementation. 2. Plan the direction of corporate social responsibility, and the annual implementation plan and progress. 3. Other related matters. The Company has set up the ESG Sustainable Management Committee since September 17th, 2021, and the Committee holds a minimum of 2 meetings a year. The current members are:
Functional Committee | Convener | Member |
ESG Sustainable Management Committee | Yuan-Sheng Liu | Yuan-Sheng Liu, Yen-Liang Lin, Rui-Ji Lin, Kai-Jung Yang, Po-Sung Wu |
Operations of the ESG Sustainable Management Committee Operations of the ESG Sustainable Management Committee
Discussions and resolutions of the ESG Sustainable Management Committee in 2024, and how the Company handled the opinions of the Committee Members: Discussions and resolutions of the ESG Sustainable Management Committee in 2024, and how the Company handled the opinions of the Committee Members:
Date of the ESG Sustainable Management Committee Meeting | Contents of the Proposal | Results of ESG Sustainable Management Committee Resolutions | The Company’s ESG Sustainable Management Committee Handling of the Opinions of the Committee Members |
2024/6/26 | (1) Amendment to Sustainable Development Best Practice Principles (2) Amendment to ESG Sustainable Management Committee Organizational Regulations | All members that were present unanimously resolved the proposal | Report to the Board of Directors meeting |
Risk Management Committee Risk Management Committee
To improve risk control and management, the Company established the Risk Management Committee. The Committee is responsible for: 1. Regularly review the Company’s risk management policies and procedures, and make recommendations for discussion by the Board of Directors. 2. The Company will review the quality changes, risks, and trends faced by the Company’s financial assets every six months, and report the results from the review to the Board of Directors. 3. Regularly review the legal requirements for the competent authorities and the Board of Directors on various risk management-related systems, management mechanisms, and other issues, and report the results of the review to the Board of Directors. 4. Other major risk matters stipulated by the Company or the competent authorities. The Company has set up the Risk Management Committee since September 17th, 2021, and the Committee holds a minimum of 2 meetings a year. The current members are:To improve risk control and management, the Company established the Risk Management Committee. The Committee is responsible for: 1. Regularly review the Company’s risk management policies and procedures, and make recommendations for discussion by the Board of Directors. 2. The Company will review the quality changes, risks, and trends faced by the Company’s financial assets every six months, and report the results from the review to the Board of Directors. 3. Regularly review the legal requirements for the competent authorities and the Board of Directors on various risk management-related systems, management mechanisms, and other issues, and report the results of the review to the Board of Directors. 4. Other major risk matters stipulated by the Company or the competent authorities. The Company has set up the Risk Management Committee since September 17th, 2021, and the Committee holds a minimum of 2 meetings a year. The current members are:
Functional Committee | Convener | Member |
Risk Management Committee | Ming-You Huang | Ming-You Huang, Min-Chieh Chang, Yu-Chih Liu |
Information on the Operations of the Risk Management Committee Information on the Operations of the Risk Management Committee
Discussions and resolutions of the Risk Management Committee in 2024, and how the Company handled the opinions of the Committee Members:Discussions and resolutions of the Risk Management Committee in 2024, and how the Company handled the opinions of the Committee Members:
Date of the Risk Management Committee Meeting | Contents of the Proposal | Risk Management Committee Resolutions | The Company’s Handling of the Opinions of the Risk Management Committee Members |
2024/03/12 | KRIs (Key Risk Indicators) Report | All members that were present unanimously resolved the proposal | Report to the Board of Directors meeting |
2024/08/08 | KRIs (Key Risk Indicators) Report | All members that were present unanimously resolved the proposal | Report to the Board of Directors meeting |
The Audit Committee The Audit Committee
To enhance the management of the Company, the Audit Committee was established and was made up of all independent directors. The Committee is responsible for: 1. The adoption or amendment to the internal control system. 2. Assessment of the effectiveness of the internal control system. 3. The adoption or amendment of the procedures for handing major financial or business activities such as acquisition or disposal of assets, derivatives tradings, loaning of funds to others, and endorsements or guarantees for others. 4. Matters in which a director is an interested party. 5. Transactions and trading of major assets or derivatives. 6. Major loans of funds, endorsements, or provision of guarantees. 7. The offering, issuance, or private placement of equity-type securities. 8. The appointment or dismissal of a certified public accountant, or their compensation. 9. The appointment or dismissal of financial, accounting, or internal audit supervisors. 10. Annual and semi-annual financial report. 11. Carrying out merger activities specified in the “Business Mergers And Acquisitions Act”, and the activities called for in Article 6 of the “Business Mergers And Acquisitions Act” and “Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition”. 12. Other major matters stipulated by the Company or the competent authorities. The Company has set up the Audit Committee since November 2018, and the Committee holds a minimum of 1 meeting every quarter. The current members are:To enhance the management of the Company, the Audit Committee was established and was made up of all independent directors. The Committee is responsible for: 1. The adoption or amendment to the internal control system. 2. Assessment of the effectiveness of the internal control system. 3. The adoption or amendment of the procedures for handing major financial or business activities such as acquisition or disposal of assets, derivatives tradings, loaning of funds to others, and endorsements or guarantees for others. 4. Matters in which a director is an interested party. 5. Transactions and trading of major assets or derivatives. 6. Major loans of funds, endorsements, or provision of guarantees. 7. The offering, issuance, or private placement of equity-type securities. 8. The appointment or dismissal of a certified public accountant, or their compensation. 9. The appointment or dismissal of financial, accounting, or internal audit supervisors. 10. Annual and semi-annual financial report. 11. Carrying out merger activities specified in the “Business Mergers And Acquisitions Act”, and the activities called for in Article 6 of the “Business Mergers And Acquisitions Act” and “Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition”. 12. Other major matters stipulated by the Company or the competent authorities. The Company has set up the Audit Committee since November 2018, and the Committee holds a minimum of 1 meeting every quarter. The current members are:
Functional Committee | Convener | Member |
The Audit Committee | Ming-You Huang | Ming-You Huang, Min-Chieh Chang, Yu-Chih Liu |
Information on the Operations of the Audit Committee Information on the Operations of the Audit Committee
8 meetings have been held so far in 2024 (A), and the attendance of each member is as follows:8 meetings have been held so far in 2024 (A), and the attendance of each member is as follows:
Job Title | Name | Actual Attendances (B) | Number of Proxy Attendances | Actual Attendance Rate (%) [B/A] |
Convener | Ming-You Huang | 8 | 0 | 100% |
Committee Member | Wei-Lin Mao | 3 | 0 | 100% |
Committee Member | Min-Chieh Chang | 8 | 0 | 100% |
Committee Member | Yu-Chih Liu | 5 | 0 | 100% |
Note:
Independent director Wei-Lin Mao resigned on 2024/5/29.
Independent director Yu-Chih Liu installed on 2024/5/29.
Discussions and resolutions of the Audit Committee in 2024, and how the Company handled the opinions of the Committee Members:Discussions and resolutions of the Audit Committee in 2024, and how the Company handled the opinions of the Committee Members:
Date of the Audit Committee Meeting | Contents of the Proposal | Audit Committee Resolutions | The Company’s Handling of the Opinions of the Audit Committee Members |
2024/1/24 2nd Audit Committee 22nd meeting | (1) Proposal of appointment of certified public accountant (2) Proposal for applying and launching foreign loan (3) Provide Guarantee to Financial Institutions for HEJUN Energy Co., Ltd. (4) Provide Guarantee to Financial Institutions for Hoyun (Shanghai) Commercial Factoring Co., Ltd. | All members that were present unanimously resolved the proposal | The proposal during the Board of Directors meeting was passed by all directors |
2024/3/12 2nd Audit Committee 23rd meeting | (1) 2023 business and financial report (2) Proposal for 2023 dividend policy (3) Proposal for stock dividends and the issue of new shares (4) Proposal for release of the non-competition restriction imposed on directors (5) Statement of Internal Control System (6) Proposal on the sale of domestic real estate to related parties (7) Provide Guarantee to Financial Institutions for Hoyun (Shanghai) Commercial Factoring Co., Ltd. (8) Amendment to the relevant corporate governance regulation | All members that were present unanimously resolved the proposal | The proposal during the Board of Directors meeting was passed by all directors |
2024/5/8 2nd Audit Committee 24th meeting | (1) The Q1 2024 consolidated financial statements (2) Provide Guarantee to Financial Institutions for Hoyun (Shanghai) Commercial Factoring Co., Ltd. (3) Proposal to amend the System of Internal Control (I) (4) Proposal to amend the System of Internal Control (II) | All members that were present unanimously resolved the proposal | The proposal during the Board of Directors meeting was passed by all directors |
2024/6/13 3rd Audit Committee 1st meeting | (1) Proposal for stock dividends and the issue of new shares (2) Proposal for acquiring of real property of right-of-use assets through leasing from a related party (3) Provide Guarantee to Financial Institutions for Hotai Finance Development Co., Ltd. (4) Change of financial officer | All members that were present unanimously resolved the proposal | The proposal during the Board of Directors meeting was passed by all directors |
2024/6/28 3rd Audit Committee 2nd meeting | (1) Amandment to The Company's " The Operational Procedures for Loaning Funds to Others " (2) Amandment to The Company's " Operation Procedure for Endorsements and Guarantees " | All members that were present unanimously resolved the proposal | The proposal during the Board of Directors meeting was passed by all directors |
2024/8/8 3rd Audit Committee 3rd meeting | (1) The Q2 2024 consolidated financial statements (2) Proposal of disposal equity of the important subsidiary-Hoing Mobility Service Co., Ltd. (3) Proposal for participate in capital injection for HEJUN Energy Co., Ltd. (4) Provide guarantee to financial institutions for HEJUN Energy Co., Ltd. (5) Provide guarantee to financial institutions for Hotai Finance Development Co., Ltd. (6) Proposal to amend the System of Internal Control | All members that were present unanimously resolved the proposal | The proposal during the Board of Directors meeting was passed by all directors |
2024/8/20 3rd Audit Committee 4th meeting | (1) Proposal for personnel change of corporate governance officer | All members that were present unanimously resolved the proposal | The proposal during the Board of Directors meeting was passed by all directors |
2024/8/20 3rd Audit Committee 5th meeting | (1) The Q3 2024 consolidated financial statements (2) Provide Guarantee to Financial Institutions for Hotai Finance Development Co., Ltd. (3) Provide Guarantee to Financial Institutions for Hoyun (Shanghai) Commercial Factoring Co., Ltd. (4) Proposal for applying and launching foreign loan (5) Proposal of Sustainability Report Preparation and Verification Procedures Amendment | All members that were present unanimously resolved the proposal | The proposal during the Board of Directors meeting was passed by all directors |
Remuneration Committee Remuneration Committee
To enhance the management of the Company, the Remuneration Committee was established and is made up of all independent directors. The Committee is responsible for:To enhance the management of the Company, the Remuneration Committee was established and is made up of all independent directors. The Committee is responsible for:
Functional Committee | Convener | Member |
Remuneration Committee | Ming-You Huang | Ming-You Huang, Min-Chieh Chang, Yu-Chih Liu |
Information on the Operations of the Remuneration Committee Information on the Operations of the Remuneration Committee
5 meetings have been held so far in 2024 (A), and the attendance of each member is as follows:5 meetings have been held so far in 2024 (A), and the attendance of each member is as follows:
Job Title | Name | Actual Attendances (B) | Number of Proxy Attendances | Actual Attendance Rate (%) [B/A] |
Convener | Ming-You Huang | 5 | 0 | 100% |
Committee Member | Wei-Lin Mao | 3 | 0 | 100% |
Committee Member | Min-Chieh Chang | 5 | 0 | 100% |
Committee Member | Yu-Chih Liu | 2 | 0 | 100% |
Note:
Independent director Wei-Lin Mao resigned on 2024/5/29.
Independent director Yu-Chih Liu installed on 2024/5/29.
Discussions and resolutions of the Remuneration Committee in 2024, and how the Company handled the opinions of the Committee Members:Discussions and resolutions of the Remuneration Committee in 2024, and how the Company handled the opinions of the Committee Members:
Date of the Remuneration Committee Meeting | Contents of the Proposal | Remuneration Committee Resolutions | The Company’s Handling of the Opinions of the Remuneration Committee Members |
2024/1/24 3rd Remuneration Committee 12th meeting | (1) Employee Stock Ownership Trust Report | All members that were present unanimously resolved the proposal | The proposal during the Board of Directors meeting was passed by all directors |
2024/3/12 3rd Remuneration Committee 13th meeting | (1) Proposal for 2023 compensation allocated to employees | All members that were present unanimously resolved the proposal | The proposal during the Board of Directors meeting was passed by all directors |
2024/5/8 3rd Remuneration Committee 14th meeting | (1) 2023 performance bonus paid to the remuneration of executive officers and employees | All members that were present unanimously resolved the proposal | The proposal during the Board of Directors meeting was passed by all directors |
2024/6/28 4th Remuneration Committee 1st meeting | (1) Proposal of the compensation for the 11th Board of Directors | All members that were present unanimously resolved the proposal | The proposal during the Board of Directors meeting was passed by all directors |
2024/8/8 4th Remuneration Committee 2nd meeting | (1) Proposal of FY2024 executive officer remuneration | All members that were present unanimously resolved the proposal | The proposal during the Board of Directors meeting was passed by all directors |
Communication between independent directors and internal audit supervisors and accountants. Communication between independent directors and internal audit supervisors and accountants.
1. Communication Policy (1) Independent directors and accountants hold regular meetings at least once a year. In the absence of general directors and management, the accountants will explain the Company’s financial situation, the financial and overall operations of domestic and overseas subsidiaries, and internal control audits to the independent directors. They will provide advice to the independent directors, and discuss and communicate issues raised by those present at the meeting. (2) The internal audit supervisor and independent directors hold regular meetings at least once every quarter. In the absence of the general directors and management, the accountants will report on the Company’s internal audit implementation and internal control operations, and discuss and communicate the issues raised by those present at the meeting. 2. Summary of the Communications (1) Summary of the Communications Between the Independent Directors and the Accountants1. Communication Policy (1) Independent directors and accountants hold regular meetings at least once a year. In the absence of general directors and management, the accountants will explain the Company’s financial situation, the financial and overall operations of domestic and overseas subsidiaries, and internal control audits to the independent directors. They will provide advice to the independent directors, and discuss and communicate issues raised by those present at the meeting. (2) The internal audit supervisor and independent directors hold regular meetings at least once every quarter. In the absence of the general directors and management, the accountants will report on the Company’s internal audit implementation and internal control operations, and discuss and communicate the issues raised by those present at the meeting. 2. Summary of the Communications (1) Summary of the Communications Between the Independent Directors and the Accountants
Date | Description | Recommendations and Results |
2023/03/09 | 1. The accountants explained the audit results of the 2022 Parent Company Only Financial Report and the Consolidated Financial Report, and communicated the results of the key audit items. 2. The accountants and independent directors discussed and communicated the issues raised by them. | No objections were made. |
2023/08/03 | 1. The accountant discussed and communicated with the independent directors on the 2023 Q4 Annual Audit planning phase without the presence of any general directors and management. | No objections were made. |
(2) Summary of the Communications Between Independent Directors and Internal Audit Supervisor(2) Summary of the Communications Between Independent Directors and Internal Audit Supervisor
Date | Description | Recommendations and Results |
2023/01/16 | 2022 4th Audit Business Report. | No objections were made. |
2023/03/09 | 2022 Internal Control System Effectiveness Assessment and Internal Control System Statement. | No objections were made. |
2023/05/04 | (1) 2023 1st Audit Business Report. (2) 2023 Q1 Consolidated Financial Statements. | No objections were made. |
2023/08/03 | (1) 2023 2nd Audit Business Report. (2) 2023 Q2 Consolidated Financial Statements. | (1) No objections were made. (2) No general directors and management present. |
2023/11/08 | (1) 2023 3rd Audit Business Report. (2) 2023 Q3 Consolidated Financial Statements. | No objections were made. |
2023/12/14 | 2024 Internal Audit Plan | No objections were made. |