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Year 2007

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- The Use of Insider Information<br />

In order to have control over the use of insider information, access to the Company’s information is limited to<br />

executives and employees, and all computerized data is available only to those entitled to be entrusted with a password. The<br />

Board of Directors and the management will not, as fundamental to their management principles, disclose the Company’s<br />

performance data to outsiders, or exploit their authority or opportunities at work to seek any advantage for themselves, before the<br />

data revealed to the general public.<br />

Moreover, the Company’s Board and management must strictly follow the regulations of the Security Act and<br />

Security Exchange Act of 1992, Section 59, reporting all their security arrangements and security transference in accordance with<br />

the set-up form and duration. A copy of their report must be delivered to the Company on the same day.<br />

(5) Controlling System, Internal Audit and Risk management<br />

Observing the important internal controls at both the managerial and operational levels, the Company’s Board of<br />

Directors sets out the responsibilities of executives and employees in writing, and also requires that the executives assess the<br />

adequacy of internal controls at least once a year. Moreover, the Audit Department, under the control of the President, must<br />

oversee each department’s operation. The Audit Department is encouraged to work independently, void of any intervention, which<br />

will effectively promote internal control systems, leading to transparent administration, which will in turn benefit every stakeholder in<br />

the Company.<br />

For risk management, the Company’s Board of Directors has assigned its management to be responsible for<br />

assessing both internal and external risk factors, analyzing and determining risk management measures, communicating with<br />

concerned staff for their acknowledgement, as well as following up the consequence of implementation based on the defined<br />

measures. The report on risk management consequence to the Board of Directors has to be made at least once a year.<br />

5.4 The Board of Directors’ Meeting<br />

(1) The Company’s Board of Directors will meet a minimum of once every three months. Nonetheless, there may be an<br />

additional extraordinary meeting as the Board thinks appropriate. Each Board member will be informed of the Board’s meeting<br />

agenda in advance so that he/she may set aside time for the meeting. In <strong>2007</strong>, the Board of Directors’ meeting went on according<br />

to the schedule planned, resulting in the Board members’ meeting attendance of no less than 90 percent of all the Board’s plenary<br />

meetings.<br />

(2) To define the meeting agenda, the Board’s secretary will compile significant issues to be put on the agenda and<br />

propose to the Company’s President for approval, and then arrange them as the meeting agenda including other relevant<br />

documents to be scrutinized for each agenda. Each Board member is allowed to propose an issue to be inserted on the agenda<br />

through the Board’s secretary.<br />

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