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.
To strengthen the spirit of corporate governance and improve the structure of the Board of Directors, the Company has established an “Audit Committee” and a “Remuneration Committee”, which are convened by three independent directors for the operation of the functional committees. In April 2022, a “Risk Management Committee” was established under the Board of Directors to implement the functions of independent monitoring and supervision.
The Audit Committee of Chief Telecom is comprised of all independent directors. It convenes at least once a quarter to assist the Board of Directors to monitor the quality of the Company’s implementation of accounting, auditing, financial reporting processes, and financial control, and submits the evaluation results to the Board of Directors for discussion. For meetings of this committee and the attendance rate of each committee member, please refer to the respective annual reports and MOPS.
In order to improve the remuneration system of the Company’s Board of Directors and managers, since 2015, Chief Telecom has established a Remuneration Committee to evaluate the Company’s remuneration policies and systems of the directors and managers of the Company and make recommendations to the Board of Directors to prevent directors and managers from engaging in behavior that exceeds the Company’s risk appetite due to remuneration policies. At the moment, all three members are independent directors, and meetings shall be held at least twice a year. For the meetings of this committee and the attendance rate of each committee member, please refer to the respective annual reports and MOPS.
Risk Management Committee
The Company values risk management and conducts risk assessment reports on a regular basis. Significant risks, risk contingency plans and action plans are continuously monitored, tracked and reviewed at business meetings. For further implementation and promotion, in April 2022, a “Risk Management Committee” was established under the Board of Directors of the Company. The main responsibilities of the committee include reviewing the risk management policy and structure, risk appetite and tolerance, supervising the operation of the risk management mechanism, reviewing management reports on major risk issues and reporting risk management situations to the Board of Directors in a timely manner.
The operation of this committee is to hold meetings at least once a year and may hold a meeting whenever it is needed. The Annual Risk Assessment Report shall not only be submitted to the Risk Management Committee, but also shall be submitted to the meeting of the Board of Directors, together with the annual budget. Periodic risk assessment reports shall be submitted to the Risk Management Committee for reference within 15 days after the end of each quarter.
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.