Board of Directors
According to the Articles of Incorporation of Chief Telecom, the Company has seven to nine directors to organize the Board of Directors. The term of office is three years, and members can be re-elected. The election of directors adopts the candidate nomination system. Independent and non-independent directors are elected at the same time, but in separately calculated numbers. The Board of Directors has a Chairman who is elected by the Board of Directors. He is the Chairman of the shareholders’ meeting and the Board of Directors internally and represents the Company externally.
The Board of Directors of the Company considers the policy of membership diversity. This Board of Directors consists of seven directors with abundant industry and academia experience, with experience in business, telecommunications, information, accounting, and auditing. Among them, there are three external independent directors. The Board of Directors shall hold meetings at least once a quarter, in accordance with the law. For meetings and the attendance rate of each director, please refer to the respective annual reports and MOPS.
Functional Committees
To strengthen corporate governance and improve the board of directors’ structure, the company has established functional committees under the board, including the “Audit Committee”, “Remuneration Committee”, “Risk Management Committee”, “Sustainable Development Committee”, and “Nomination Committee”.
Audit Committee
The company’s Audit Committee is composed of all independent directors and holds meetings at least once per quarter. Its main responsibilities are：
1.Formulating or amending internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
2. Assessing the effectiveness of internal control systems.
3. Formulating or amending the operating procedures for significant financial and business activities such as the acquisition or disposal of assets, engaging in derivative product transactions, lending funds to others, and providing endorsements or guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
4. Matters involving the personal interests of directors.
5. Significant asset or derivative product transactions.
6. Significant loans, endorsements, or guarantees.
7. Raising, issuing, or privately placing equity-linked securities.
8. Appointment, dismissal, or remuneration of certified public accountants.
9. Appointment or dismissal of financial, accounting, or internal audit supervisors.
10. Annual financial reports signed or sealed by the chairman, managers, and accounting supervisors, and second-quarter financial reports requiring audit and certification by certified public accountants.
11. Mergers and acquisitions regulated by the Enterprise Mergers and Acquisitions Act.
12. Other significant matters stipulated by the company or competent authorities.
Remuneration Committee
The company’s Remuneration Committee currently consists of three members, all of whom are independent directors. It holds meetings at least twice a year. Its main responsibilities are:
1.Regularly reviewing the organizational rules of the Remuneration Committee and proposing amendments.
2.Formulating and regularly reviewing the performance evaluation standards, annual and long-term performance goals, and the policies, systems, standards, and structure of remuneration for the company’s directors, supervisors, and managers.
3.Regularly evaluating the achievement of performance goals by the company’s directors, supervisors, and managers, and determining the content and amount of their individual remuneration.
Risk Management Committee
The company’s Risk Management Committee currently consists of four members: three independent directors and the general manager. It holds meetings at least once a year. Its main responsibilities are：
1. Management policies and framework, risk appetite and tolerance.
2. Supervising the operation of risk management mechanisms.
3. Reviewing management reports on significant risk issues.
4. Reporting risk management status to the board of directors in a timely manner.
Sustainable Development Committee
The company’s Sustainable Development Committee currently consists of three members: one director, the general manager, and the vice general manager of the planning department. It holds meetings at least once a year. Its main responsibilities are：
1.Formulating, promoting, and strengthening the company’s sustainable development policies, annual plans, and strategies.
2. Reviewing, tracking, and revising the implementation status and effectiveness of sustainable development.
3. Overseeing sustainable information disclosure matters and reviewing sustainable reports.
4. Overseeing the execution of the company’s sustainable development practical guidelines or other sustainable development-related work resolved by the board of directors.
Nomination Committee
The company’s Nomination Committee currently consists of three members: one director and two independent directors. This committee holds meetings at least once a year. Its main responsibilities are：
1. Formulating and reviewing the composition and qualifications of board members, reviewing the qualifications of director candidates, and nominating director candidates.
2. Evaluating the independence of independent directors.
3. Formulating director training plans.
4. Other matters resolved by the board of directors to be handled by this committee.
Internal Audit
The purpose of internal audit is to assist the Board of Directors and managers to inspect and review the internal control system and measure the effect and efficiency of operations. Chief Telecom considered the overall operating activities to establish an effective internal control system in accordance with the “Regulations Governing Establishment of Internal Control Systems by Public Companies”.
The Audit Office of the Company is subordinate to the Board of Directors. An Audit Plan for the following year is made at the end of the year and submitted to the Board of Directors for approval. Routine audits are carried out on a monthly basis according to the annual Audit Plan and project audits are carried out as needed. The audit work is mainly carried out according to the Audit Plan approved by the Board of Directors. The annual Audit Plan is formulated according to the results of the risk assessment, and the project audit or review is also carried out as needed. The implementation of general audits and project audits provide management to understand the operational status of internal control functions and existing or potential deficiencies. Internal audits review the results of self-inspection of the internal control of each unit of the Company and subsidiaries to ensure the quality of implementation. In addition, the results of self-inspection are compiled and reported to the Board of Directors as the basis for issuing the statement of internal control.
