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Corporate Governance Organization Structure
Corporate Regulations
Governance and operations of the Company
Ethical Corporate Management
Letter to Shareholders
Board of Directors
Committees
Internal Audit Organization and Operation
Information security governance
Risk Management
Summary of Communications Between Independent Directors, Chi
Intellectual property management
Planning and functioning of board of directors and key manag

Corporate Governance Organization Structure

Corporate governance organization structure

Corporate Governance Principles - The corporate governance system of the Company shall adhere to the following principles in addition to the relevant laws, regulations and the articles of incorporation:

I. Establish an effective corporate governance structure.
II. Protect the rights and interests of shareholders.
III. Strengthen the powers of the Board of Directors.
IV. Fulfill the function of the Audit Committee.
V. Respect the rights and interests of stakeholders.
VI. Enhance information transparency.

 

Corporate governance organization structure

Structure
Description
Establish internal control system
The Company shall follow the “Criteria Governing Establishment of Internal Control Systems by Public Reporting Companies” and take into consideration the overall operational activities of itself and its subsidiaries in the design and enforcement of an internal control system. Reviews shall be conducted on a continuous basis to ensure the continued effectiveness of the system’s design and enforcement in the light of changes in the Company’s internal and external environment.
Handling of Shareholder Suggestions or Disputes
To protect the rights and interests of shareholders, a spokesperson and deputy spokesperson have been appointed by the Company. The share services agent “Chinatrust Share Services Department” have also been retained to handle shareholder suggestions, queries and disputes in an appropriate manner.
Board of Directors Structure

The Board of Directors of the Company shall be responsible to the Company and shareholders. The procedures and arrangements of the corporate governance system shall ensure that, Board of Directors complies with the laws and regulations, the articles of incorporation, and the resolutions of shareholders meetings during the exercising of its authority.
The structure of Company's Board of Directors shall be determined by choosing an appropriate number of no less than five shareholders based on the size of business operations, the shareholdings of key shareholders, and practical operational needs.
Diversity is advised in the determining the composition of the Board of Directors. An appropriate diversification policy should also be devised based on the Board’s operations, type of business and development requirements. This should include but not be limited to standards in the two following general aspects:

I. Basic requirements and values: Gender, age, nationality, and culture.
II. Professional knowledge and skills: Professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
All members of the Board shall possess the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall on the whole possess the following abilities:
I. Ability to make business judgments.
II. Accounting and financial analysis ability.
III. Business management ability.
IV. Crisis management ability.
V. Industry knowledge.
VI. International market perspective.
VII. Leadership ability.
VIII. Decision-making ability.
Independent Director System
The Company shall appoint no less than two independent directors in accordance with the articles of incorporation. At least one-fifth of all directors must be independent directors.
Independent directors shall possess the necessary professional knowledge. Restrictions shall apply to their shareholding and concurrent positions. They must maintain their independence during the performance of their duties, and shall have no direct or indirect interest in the Company.
The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing Appointment of Independent Directors and Compliance Matter for Public Companies, and the rules and regulations of the TWSE or TPEx.
Establishment of Functional Committees

To strengthen supervisory functions and enhance management capabilities under the corporate governance structure, the “Audit Committee” and “Remuneration Committee” shall be established by the Board of Directors based on the size of the Board an the number of independent directors for the implementation corporate governance.

۩ “Audit Committee”
The Audit Committee established by the Company shall be made up of all independent directors and may not be smaller than three in number. One member shall be the convener and at least one member must possess accounting or financial qualifications.
All regulations governing supervisors under the Securities and Exchange Act, Company Act, and any other laws and regulations, apply to the Audit Committee established by the Company.

۩ “Remuneration Committee”
The Company shall establish a Remuneration Committee: The professional qualifications for the committee members, the exercise of their powers of office, the adoption of the organizational charter, and related matters shall be handled in accordance with the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter.”
The Remuneration Committee shall exercise due care of a good administrator in faithfully performing its duties, and shall submit its recommendations for deliberation by the Board of Directors
Stakeholder Section
The Company shall maintain open channels of communications with its banks and other creditors, employees, consumers, suppliers, local community, or other stakeholders. The Company shall also respect and protect their legal rights and interests, and set up a “Stakeholder section” on the corporate website.
The Company shall pay attention to the rights and interests of consumers, environmental protection in the local community, public interest and other topics during the course of normal business development and the maximization of shareholder returns. The Company shall also pay attention to its social responsibility.
Disclosure on Corporate Governance

Disclosure is an important duty of the Company. The Company shall faithfully fulfill its obligations in accordance with the relevant laws, regulations, and rules of the TWSE and TPEx. The Company shall establish an Internet-based reporting system for public information, designate dedicated personnel for the collection and disclosure of Company information, and establish a spokesperson system to ensure that information that may influence the decision-making of shareholders and stakeholders can be disclosed in a proper and timely manner.
A company spokesperson and deputy spokesperson have been appointed by the Company to increase the accuracy and timeliness of important announcements.
The Company shall hold investor conferences in accordance with the regulations of the TWSE and TPEx. Audio or video recording of the conference shall also be retained. Financial and business information disclosed during the investor conference shall be disclosed on through the online reporting system designated by TWSE or TPEx regulations. It shall also be possible to make queries through the Company website or other suitable channels.

【Shareholders Meeting】https://www.pili.com.tw/investor.php?category=stock&lang=en
【Shareholder Information】https://www.pili.com.tw/investor.php?category=stock&lang=en
【Investor Conference】https://www.pili.com.tw/investor.php?id=21&lang=en