Governance structure

The Role of the Board of Directors

Guide company strategy Supervise the managers Responsible to the company and shareholders

The Role of the Audit Committee

Supervise the proper expression of the company's financial statements Supervise the selection/dismissal of independent auditors and their independence and performance
Supervise the effective implementation of the company's internal control Supervise the company's compliance with relevant laws and regulations
Supervise the management and control of the company's existing or potential risks

The Role of the Compensation Committee

Evaluate the compensation policies and systems of directors and managers Evaluate the achievement of performance goals of directors and managers

Committee members

Name Audit Committee Compensation Committee
Independent director
Shih-Hsun Lin
V V (Chairman)
Independent director
Fang-Tsai Chiu
V (Chairman) V
Independent director
Tsung-Min Chen

The audit committee convenes at least once a quarter and may convene meetings as needed; the compensation committee convenes two regular meetings a year.
Please refer to the company’s annual reports for the holding condition and attendance rates of each committee meeting.

Diversity of Board Members

GeneFerm upholds the board of directors' diversity. One of the concepts is the directors who are also managers of the company cannot exceed one-third of the number of directors. Appropriate diversification policies should be formulated according to the company's operation and development, including but not limited to the following two general standards:
1. Basic conditions and values: gender, age, nationality, and culture, etc.
2. Professional knowledge and skills: background, skills and related experience, etc.
In addition to having essential knowledge, skills and self-cultivation to perform duties, and to comply with the ideal goal of corporate governance, the board members should possess the following abilities: (1) operational judgment (2) accounting and financial analyst skills (3) operations management (4) crisis management (5) industry knowledge (6) international market philosophy (7) leadership and (8) decision-making skills and other diverse professional backgrounds.
The current board of directors of the company has 9 directors (including 3 independent directors), and the number of directors includes 1 female directors and 8 male directors.
In order to implement gender equality in the composition of the board members, the company intends to include at least one female member. Currently, the proportion of independent directors among board members is 33%, and the proportion of female directors is 11%. Regarding the ability to perform duties, who are practicing accountants and practicing lawyers. Other directors have many years of experience in industrial professional competence, management and decision-making, financial accounting experience, etc., with considerable international vision, leadership, and crisis management capabilities. The composition of the current board members of the company has gradually implemented the diversification goal.
Please refer to the resumes of the current directors and the list of the implementation of diversity in the board of directors.

Specific management goals and achievement status of the board member diversity policy:

Management Goals Achievement Status
The number of directors who concurrently serve as company managers should not exceed one-third of the total number of directors Achieved
At least one female board member Achieved

Board of directors’ performance evaluation

On May 6, 2020, the company's board of directors passed the "Board of directors’ Performance Evaluation Method". Among them, the performance evaluation of the external board of directors should be performed by an external professional independent agency or an external experts team at least once every three years. In 2022, the company entrusted Taiwan Institute of Ethical Business and Forensics to complete the 2022 annual board performance evaluation. The evaluation methods, standards and results are detailed in the board of directors’ performance evaluation summary report.

The company has an audit committee composed of all independent directors. The audit committee is responsible for assisting the board of directors in performing supervisory duties and exercising securities and exchange act, corporate law and authority stipulated by other laws and regulations. The audit committee should communicate with the company's visa accountant and review the appointment, independence and performance of the certified accountant regularly. At the same time, the company's internal auditors will submit audit summary reports regularly to the audit committee based on the annual audit plan, and the audit committee will evaluate the company internal control system, internal auditors and their work periodically.

Member professional qualifications and experience

Member Professional qualifications and experience
Independent director
Fang-Tsai Chiu
Fang-Tsai Chiu graduated from National Cheng Kung University with an in-service master’s degree in the department of finance and are certified as professional accountant in the Republic of China (Taiwan). He is the convener of the company's audit committee and a member of the remuneration committee, incumbent director of Qing Xin accounting firm, independent director of Ying Han Technology Co., Ltd. and Macauto Industrial Co., Ltd., with more than five years of working experience in business, finance, and accounting, assisting the company in professional accounting consulting.
Independent director
Tsung-Min Chen
Graduated from National Tsing Hua University with a master's degree in chemical engineering, Tsung-Min Chen is a member of audit committee and remuneration committee of the company. He is an incumbent assistant director in R&D and Technology Center of Linyuan Advanced Materials Technology Co., Ltd., former general manager of Chi Mei Materials Technology Co., Ltd., and possesses more than five years of commercial affairs, and industrial-related working experience.
Independent director
Shih-Hsun Lin
Graduated from National Chung Cheng University with a Master of Laws. Shih-Hsun Lin has received lawyer license in the Republic of China (Taiwan), and is the convener of the company's remuneration committee and a member of the audit committee, and is an incumbent lawyer in charge of Yu Cheng Attorneys-At-Law. He is an independent director of Victory New Materials Limeted Company, Flashaim Inc., and Winston Medical Supply Co., Ltd. Possessing more than five years of working experience in commercial affairs, legal affairs and related business, he assist the company with professional legal consultation.

Communication policy between independent directors, internal audit supervisors and accountants

1. The internal audit supervisor delivers the audit report to the independent directors every month, and the independent directors request additional information about the report and convene meetings as needed.

2. The internal audit supervisor shall attend the audit committee and board meetings to report on the implementation of internal audit.

3. Independent directors call meetings with internal audit supervisors to communicate on the company internal control operation as needed. At least once a year.

4. Accountants attend the Audit Committee or call meetings with independent directors to communicate on the company's financial status, overall operating situation, and relevant laws and regulations. At least once a year.

5. Independent directors, internal audit supervisors and accountants should call occasional meetings in case of the occurrence of abnormal events.

The 2023 communication between independent directors, internal audit and accountant

Date Attendees Communicate matters Result
Post Audit Committee Discussion

◎ Tsung-Min Chen (Independent director)
◎ Fang-Tsai Chiu (Independent director)
◎ Shih-Hsun Lin (Independent director)
◎ Hui-Yu Hsu (Accountant)
◎ Yu-Ting Chiu (Internal audit supervisor)

◎ Report on the audit objectives, scope, procedures and other matters of the 2023 annual financial report
◎ Situation of company internal control operation

All the independent directors have no objection

2023 communication matters

Meeting date (period) Communicate matters with the internal audit supervisor Communication matters with visa accountants

(2023 1st regular meeting)

◎ Review internal audit report
◎ Review the 2022 internal audit declaration
◎ Review and revise relevant procedures of the internal control system

◎ Discuss the review of 2022 individual financial reports and consolidated financial reports

(2023 2nd regular meeting)

◎ Review internal audit report

(2023 3rd regular meeting)

◎ Review internal audit report

(2023 4th regular meeting)

◎ Review internal audit report
◎ Review the 2024 internal audit project

◎ Discuss the review of the financial report in the third quarter of 2023

Result: The above matters have been reviewed or approved by the audit committee, and independent directors have no objections.

Attendance of remuneration committee members:

There are 3 members of the company's Remuneration Committee, all of whom are independent directors.
In 2023, the remuneration Committee met 2 times, the attendance of 3 independent directors is as follows:
Job title Name Actual attendance Delegate attendance Actual attendance rate(%)
Convener Shih-Hsun Lin 2 - 100%
Committee member Tsung-Min Chen 2 - 100%
Committee member Fang-Tsai Chiu 2 - 100%

Duty of remuneration committee:

The members of this committee should faithfully perform the following functions and powers with the attention as managers, and be responsible to the board of directors, and submit their suggestions to the board of directors for discussion:
  • Formulate and regularly review the company’s directors and managers’ performance appraisal standards, annual and long-term performance targets and remuneration policies, systems, standards and structures.
  • Regularly evaluate the achievement of the performance goals of the directors and managers of the company, and determine the content and amount of their individual remuneration based on the evaluation results obtained from the performance evaluation standards.

  • Discussions and result of the 2023 Remuneration Committee:

    Meeting date Proposal content Resolution result
    2023 1st regular meeting
    ◎ 2022 Manager performance appraisal case
    ◎ 2022 Remuneration distribution for directors and employees
    After the chairman consulted all the members present, the proposal was passed without objection
    2023 2nd regular meeting
    ◎ 2022 Remuneration distribution for directors
    ◎ 2022 Remuneration Distribution for Managers and Employees
    After the chairman consulted all the members present, the proposal was passed without objection

    Internal audit organization

    The company’s audit office is an independent unit, directly under the board of directors, and in accordance with the company’s size, business conditions, management needs and other relevant laws and regulations, it should allocate competent and appropriate number of full-time internal auditors, and should set up a position agent to be responsible for the effectiveness and completeness of the implementation of the company’s internal control system, and to conduct continuous and ad hoc supervision and inspection; in addition to regularly reporting the audit business to the audit committee, the internal audit supervisor also sits on the board of directors and reports on the implementation of internal audits.
    The basic information, academic qualifications, experience and training of internal auditors are reported to the committee for future reference by the Internet information system before the end of January each year in accordance with the regulations of the FSC.
    The appointment and removal of the head of internal audit is approved by the audit committee and a resolution of the board of directors; the appointment, removal, evaluation, and salary of the internal audit personnel are reviewed by the head of audit and submitted to the chairman of the board for approval.

    Internal audit operation

    The audit work is mainly implemented in accordance with the audit plan approved by the board of directors. The audit plan is drawn up based on the identified risks. In addition, project audits or reviews are performed as necessary to provide the operating status of the internal control functions of the management and provide timely information Know the existing or potential missing channels; regularly report the audit work to the audit committee and the board of directors; regularly track the improvement of internal deficiencies and abnormal matters found in the internal audit.

    Implement corporate governance

    The company has formulated a corporate governance code of practice under the "Code of Practice for Corporate Governance for Listed Companies", and has established an audit committee and a compensation committee under the authorization of the board of directors to assist the board of directors in performing their supervisory duties. These two committees are entirely composed of three independent directors. The company will follow laws and regulations, improve operational transparency, implement corporate governance, and further protect the rights and interests of investors and other interested parties.

    Pursue quality and safety

    GeneFerm adheres to the concept of "Good quality, advanced technology, cleanliness, product safety, and customer satisfaction", and makes the strictest quality control for each product, establishes a customer-oriented management system and business philosophy, and upholds integrity, professionalism, and innovation. Create a wholesome life for people, provide a trustworthy health commitment, and achieve the goal of sustainable business.

    Environment-friendly and sustainable operation

    Our company actively cooperates with the authorities to promote various environmental protection policies, gradually replaces and renews old equipment to effectively reduce pollution emissions, promotes energy-saving and carbon-reduction concepts, waste reduction, and resource recycling and classification measures to colleagues, and work together actively towards a low-carbon economy and society.

    Human-oriented principle and healthy workplace

    GeneFerm adheres to the human-oriented principle, focuses on employee relations, treats employees as family members, cares for employees, provides employees with a safe and healthy working environment. Also, GeneFerm plans diversified training courses and encourages employees to learn by themselves, so that employees can work steadily and stably growing up.

    Social participation

    GeneFerm is devoted to helping and caring for the disadvantaged groups. In 2022 GeneFerm has devoted a total of 556,710 NTD in social welfare donations, including social welfare organizations (such as BOYO Social Welfare Foundation, Hondao Senior Citizen’s Welfare Foundation, House Of The Little Angels Kaohsiung, World Vision Taiwan, Love Life Culture and Education Foundation, etc.), special education institute (such as Sin Te Kindly Education and Training Organization, Juridical Person Taiwan Province Hung-Chia Sanctuary For The Handicapped, etc.), and grants for local elementary schools. The company rewards and subsidizes students from poor families, and hopes to help others in need, show love and help people in need, implement the concept of planting good deeds, and create a win-win situation of self-interest and altruism so that we can live in the society more beautiful and peaceful.

    Employee welfare measures

    The company formulates a reasonable remuneration policy based on Labor Standards Act. The monthly salary is based on employee's past experience, professional skills and the applied position. Bonus is given according to the employee's work performance, and the year-end bonus is given according to the company's performance and the employee's personal performance. The Staff Performance Assessment Measures is established and conducted. According to Article 25 of the company articles of association, if the company makes profits in the current year, it should allocate 3% to 6% to employee's remuneration. Company's performance or achievements are properly reflected in employee repayment. Annual gifts (cash) for the lunar new year, Dragon Boat Festival, and Mid-Autumn Festival. Offers employee travel, labor and health insurance, and group insurance, provides relative employee compensation according to the company’s operating results and the provisions of the articles of association. Also include wedding gifts, birth gifts, and funeral consolation money. Hospital condolences, public injury and sick leave, emergency relief, retirement gifts, year-end lottery, distribution of health food, etc.
    The company values diversity and equality in the workplace. The ratio of female employees in 2022 was 42.80%, and the ratio of females which are supervisor or positions above was 5.17%.

    Employee safety and working environment

    The company has set up a "Safety and Hygiene Work Code" to prevent occupational disasters, ensure labor safety and health, regularly inspect and maintain the safety and health of the work environment.
    The company provides the work terms to employees for safety and health are as follows: raise employee health check annually; schedule safety and health training courses annually; insuring employees with an accident and medical insurance; formulate disaster emergency response measures; held fire drills every six months; set up personnel in charge of labor safety and health services; occupational safety and health management personnel; formulate "Sexual Harassment Prevention Complaint Measures" to provide complaint channels and maintain order in the work environment; maintain of machinery and equipment every month; disinfect the environment of the plant quarterly, monthly consultation service in factory by medical personnel and etc.
    In order to provide a safer working environment for all colleagues, the company has developed a regional security division project, which the ethical principle and optimal practice in occupational safety aspect are propagated to the employees based on the practical experience. In addition, the company will extract accident news and publish them on the factory bulletin board as announcements toward staffs. In-house training is arranged with Awareness and prevention of illegal violations in the workplace, Electrical disaster prevention and fire response education and training, Stalking and harassment prevention law promotion, Noise prevention and hazard awareness, Cleaning and chemical safety education, Health management lectures and cleaning, Disinfection and chemical supplies management (including preparation of CIP), Earthquake fire drills, Labor safety and health education and training and other courses. For 2023, courses related to occupational safety and environmental safety had held for a total of 1029 hours and had had 469 attendances in total.
    The company values the safety and health of all workers, and employee physical examination has been carried out regularly. During 2023, we invested NTD 118,850 in employees’ health check, covering a total of 247 staffs. The results of employee physical exam report in 2023 are analyzed, with abnormal cases being tracked and managed. Due to the characteristics of the industry, there are workplaces with high noise level that may present a risk of personnel’s hearing damage. In order to ensure the workers’ safety and health, relevant preventive measures such as environmental noise reduction, wearing of earplugs and earmuffs, special health check for personnel working in high noise area, hearing protection plan development, and regular hearing protection dissemination are executed. In addition, if personnel meet the standard of extended working hours during night period, they will be subject to the long-term night shift labor health check in accordance with the regulations of the Ministry of Labor to manage their health. The cost of the health check will be borne by the employer.
    Due to the importance of regulations and the company’s value towards employees’ health, we have hired contract professional medical staff since 2020 to provide medical services and health consultations in factory, implementing labor health protection and occupational injury prevention. In 2023, a total of 76 medical personnel had carried out the consultation service in factory with a duration of 152 hours in total. With the help of professional medical care and extensive service items, employees are able to maintain physical and mental health, companies could prevent work accident, and a healthy workplace is to be expected through the collaboration.

    Retirement system and implementation

    According to relevant regulations, the company allocated no less than 6% of the monthly salary to the employee’s pension account to protect the employee’s life after retirement. In 2022, the company and its subsidiaries contributed a total of NTD 6,763,000 as employees' labor pensions.

    The company applies the following provisions in accordance with the Labor Pension Act:

    (1) Employee who have one of the following circumstances may apply for retirement:
    ●Those who have rendered more than 15 years of service and are at least 55 years old. ●Those who have rendered more than 25 years of service. ●Those who have rendered more than 10 years of service and are at least 60 years old.

    (2)Employee falls under any of the following circumstances, the company may impose mandatory retirement:
    ●Those who have reached the age of 65. ●Physically and mentally handicapped workers who are unfit for the work. The age specified in article 1 may be adjusted by the company with central competent authority's consent for workers who face danger, physical demands and other special characteristics at work. The adjusted age shall not be less than 55 years old.

    Advanced education and trainings

    The company attaches great importance to employees’ vocational training, encourages employees to participate in various internal and external education courses and covers related training fees. In accordance with government regulations, we entrust external training institutions recognized by the government to conduct professional training, and conduct hazardous operation supervisor refresher training, first aid personnel return training, boiler and first pressure vessel operator safety and health on-the-job education and training, toxicological and chemical substances of concern professional Emergency response personnel training, etc. The company hopes to improve the quality of its employees to enhance the company's competitiveness.

    Status of labor-management agreements and various employee rights protection measures

    GeneFerm values the opinions of employees. The opinions of employees are communicated and coordinated through channels and employees’ suggestions are widely accepted. Also, various work meetings are convened in real-time to communicate the work, manpower, schedule, and other configuration issues of each unit according to actual needs, so that employees can understand company policies promptly. The labor and management parties will discuss and negotiate labor welfare matters, labor safety and health, and improve production efficiency in labor and management meetings, and implement them after reaching a consensus, so that the relationship between labor and management will be harmonious. Therefore, since the establishment of the company, there has been no major litigation and dispute.

    The company supports an open and transparent culture of integrity and morality, and encourages employees and external personnel to report any behavior that does not comply with laws and regulations or the company's relevant policies through relevant reporting channels, and allows anonymous reporting. The responsible units with clear reporting procedure, including specified grievance channel, rewards system and possess "Integrity Management Operation Procedures and Behavior Guidelines" and "Employee Grievance Handling Measures" are listed as follows:

    Grievance channel:

    1.Internal suggestion box

    2.Employees and external personnel report and complaint lines

    Report line:06-5109001#170

    Complaint line:06-5109001#171

    3.Feedback via email or website



    Reward system:

    1.External personnel: The company decides the offering according to the reported incident.

    2.Employees: Rewarded in accordance with the company's personnel regulations.

    The responsible unit:

    1.Feedback via the internal suggestion box:

    The opinions from the reporting mailbox are collected and handled by the audit office.

    The opinions from the complaint mailbox will be collected and handled by the human resources unit.

    2.Feedback via email: Feedbacks are collected and handled by the company's designated personnel.

    All reports and complaints should be reported to the general manager for approval, and can only be closed after being approved.