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.
The members of the board of directors should have the knowledge, skills, and literacy-related to performing their duties in terms of operational judgment, accounting and financial analysis, operational management, crisis management, industrial knowledge, international market vision, leadership, and decision-making capabilities.
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.
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.
Resume of current directors

The relevant implementation situation is as follows:

Basic conditions Professions
Nationality Gender Age tenure as an I.D. R & D Business FM Law RM
40+ 50+ 60+
Hsiao-Li Chang Republic of China Female
Syngen Biotech Co., Ltd

Legal representative: Wei-Jen Chen

Republic of China Male -
Syngen Biotech Co., Ltd

Legal representative: Tzu-Ting Fan

Republic of China Male
Song Yien Enzyme Corporation

representative: Yi-Ren Ji

Republic of China Male
Standard Foods Corporation

representative: Yao Steven Yih Chun

United States of America Male
Jinn-Der Jin Republic of China Male
Tsung-Min Chen Republic of China Male Less than 6 years
Fang-Tsai Chiu Republic of China Male Less than 6 years
Shih-Hsun Lin Republic of China Male Less than 6 years
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.

Communication between independent directors and internal audit and accountants

The company’s internal audit supervisor regularly communicates with the audit committee members on the audit report results and makes internal audit reports at quarterly audit committee meetings. In addition, the company’s certified accountant reports on quarterly audit or review of the financial statements at quarterly audit committee meetings, and other communication matters required by relevant laws and regulations. If there are special circumstances, the company's internal audit supervisor and certified accountant will also immediately report to the audit committee members. The company's audit committee members (independent directors) have good communication with the internal audit supervisor and certified accountants.

2021 communication matters

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

(2021 1st regular meeting)

◎ Review internal audit report

(2021 2nd regular meeting)

◎ Review internal audit report
◎ Review the 2020 internal audit declaration
◎ Review and revise policies and procedures related to the internal control system

◎ Discuss the review of 2020 individual financial reports and consolidated financial reports

(2021 3rd regular meeting)

◎ Review internal audit report

◎ Discuss the review of the financial report in the first quarter of 2021

(2021 4th regular meeting)

◎ Review internal audit report

(2021 5th regular meeting)

◎ Review internal audit report

◎ Discuss the review of the financial report in the second quarter of 2021

(2021 6th regular meeting)

◎ Review internal audit report

◎ Discuss the review of the financial report in the third quarter of 2021

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

The 2021 communication between independent directors, internal audit and accountant

Date Attendees Communicate matters Result

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

Report on the audit objectives, scope, procedures and other matters of the 2021 annual financial report All the independent directors have no objection

Attendance of remuneration committee members:

There are 3 members of the company's Remuneration Committee, all of whom are independent directors.
In 2021, 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 Fang-Tsai Chiu 2 - 100%
Committee member Tsung-Min Chen 2 - 100%
Committee member Shih-Hsun Lin 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 2021 Remuneration Committee:

    Meeting date Proposal content Resolution result
    2021 First regular meeting
    ◎ 2020 Manager performance appraisal case
    ◎ 2020 Remuneration Distribution for Directors and Employees
    After the chairman consulted all the members present, the proposal was passed without objection
    2021 Second regular meeting
    2020 Remuneration Distribution for Directors 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 "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. 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

    Annual gifts (cash) for the Spring Festival, 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.

    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; regularly maintain of machinery and equipment; 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 labor safety and chemical safety education, including cargo bundle belt operation courses. For 2020, courses related to occupational safety and environmental safety had held for a total of 309 hours and had had 201 attendances in total.
    The company values the safety and health of all workers, and employee physical examination has been carried out regularly. During 2020, we invested NTD 132,050 in employees’ health check, covering a total of 189 staffs. The results of employee physical exam report in 2020 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 2020, a total of 45 medical personnel had carried out the consultation service in factory with a duration of 90 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.

    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 government-approved external training institutions to carry out professional training, and request our operators for dangerous machines or equipment and supervisors in dusty workplace to obtain qualification. The company expect staff quality promotion with the aim of improving 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. Therefore, since the establishment of the company, there has been no major litigation and dispute.