"Corporate Governance"
Corporate Governance
We believe that diversity and transparent governance are key to building trust and enhancing corporate value. Under a robust governance framework, TA YA's Board of Directors exercises its effectiveness and influence to lead the Group's transformation and growth.
Corporate Governance Structure
TA YA's Board of Directors serves as the Group's highest governance body, responsible for appointing and nominating senior management. It also oversees the implementation of the company's sustainability initiatives and the disclosure of sustainability information. The current Board consists of 9 directors, including 4 independent directors, with a ratio of 44%. Among the 9 directors, 2 are women, representing 22% of total members. The company is committed to increasing the proportion of female directors to over 30% in the future.
Board of Directors Compensation Policy
To establish a sound compensation system for directors and executives, the company has formulated the Remuneration Committee Charter. The Remuneration Committee evaluates the compensation policies and systems for directors and executives, providing recommendations to the Board of Directors as a reference for decision-making. This ensures that the company's compensation arrangements comply with relevant laws and are competitive enough to attract top talent.
The Remuneration committee regularly reviews the company’s compensation policies and proposes adjustments. It establishes and periodically reviews performance evaluation criteria, short-term and long-term performance goals, and the policies, systems, standards, and structures for director and executive compensation. The committee also evaluates the achievement of performance goals and determines the content and amount of individual compensation based on the evaluation results.
Conflict of Interest of the Board
Ta Ya's Board of Directors has established its procedures in accordance with the Regulations Governing Procedure for Board of Directors Meetings of Public Companies. Directors may state their opinions and answer questions regarding issues that conflict with their own interests and that could potentially harm the Company's interests, but they shall not take part in discussion and voting, nor exercise voting rights on behalf of other Directors, and shall recuse him/herself from discussion and voting. As of December 31, 2024, there were 4 instances of directors abstaining from voting on issues related to conflict of interest.
Business Ethics
TA YA upholds the philosophy of integrity in business, striving to become a trusted enterprise for employees, customers, shareholders, and society. Through the establishment of a robust corporate governance mechanism, the company aims to achieve sustainable development.
Integrity Policy
To establish a culture of integrity and ensure sustainable development, the company has formulated the Ethical Corporate Management Best Practice Principles, Code of Ethical Conduct, and Procedures for Ethical Management and Guidelines for Conduct. Employment conditions require all employees to comply with the integrity management policy by signing the Code of Ethical Conduct, to prevent incidents such as corruption or conflicts of interest that could undermine the company's integrity.
Integrity Management
The company has designated the Human Resources Department as the responsible unit for revising the Procedures for Ethical Management and Guidelines for Conduct. The Internal Audit Office supervises its implementation and provides regular reports to the Board of Directors.
In accordance with the Ethical Corporate Management Best Practice Principles, the company is required to periodically conduct educational training and awareness programs for directors, managers, and employees on integrity management. In 2024, Ta Ya provided 10 training sessions with a total of 715 participants and 738 training hours, including "Induction Training - Integrity and Business Ethics," which communicated the prohibition of bribery and accepting bribes to new employees.
Anti-Corruption Policy
TA YA's Ethical Corporate Management Best Practice Principles strictly prohibits its directors, managers, employees, and actual controllers from engaging in bribery or accepting bribes, offering illegal political donations, making inappropriate charitable donations or sponsorships, and providing unreasonable gifts, hospitality, or other improper benefits. The regulations include:
Prohibition of Bribery
When conducting business, it is prohibited to directly or indirectly offer, promise, request, or accept any form of improper benefits to or from clients, agents, contractors, suppliers, public officials, or other stakeholders. (Ethical Corporate Management Best Practice Principles, Article 10)
Prohibition of Illegal Political Contributions
Contributions to political parties, organizations, or individuals involved in political activities must comply with the Political Donations Act and the company's internal procedures. Such contributions must not be used to gain commercial benefits or transactional advantages. (Ethical Corporate Management Best Practice Principles, Article 11)
Prohibition of Illegal Political Contributions
Charitable donations or sponsorships must comply with relevant laws and internal procedures. Such activities must not be used as a disguised form of bribery. (Ethical Corporate Management Best Practice Principles, Article 12)
Prohibition of Unreasonable Gifts, Hospitality, or Other Improper Benefits
It is prohibited to directly or indirectly provide or accept unreasonable gifts, hospitality, or other improper benefits to establish business relationships or influence business transactions. (Ethical Corporate Management Best Practice Principles, Article 13).
Handling of Corruption and Other Unethical Conduct
According to Article 21 of the Integrity Management Procedures and Guidelines, if the company discovers or receives a report that personnel are involved in unethical behavior, an immediate investigation into the facts must be conducted. If the behavior is confirmed to violate relevant laws, company policies, or the integrity management guidelines, the individual must cease the behavior immediately.
Appropriate actions should be taken, and if necessary, legal proceedings may be initiated to seek compensation for damages, ensuring the protection of the company's reputation and interests.
Anti-Corruption Implementation
In 2024, there were no occurrences of corruption(political contributions and charitable donations), conflicts of interest, or anti-competitive behavior within TA YA Group. Consequently, no employees were penalized for violating anti-corruption policies, and the Group faced no corruption-related risks.
Prevention of Conflicts of Interest
TA YA's Code of Ethical Conduct establishes guidelines for directors, managers, and employees to address situations where personal interests may conflict with the company's interests.
Avoiding Anti-Competitive Behavior
TA YA Group complies with domestic and international regulations, striving for fair market competition and avoiding any anti-competitive behavior. Article 15 of the Ethical Corporate Management Best Practice Principles―Prohibition of Unfair Competition Practices―clearly stipulates that the company must conduct business in accordance with relevant competition laws. The company is prohibited from:
• Fixing prices
• Rigging bids
• Restricting production or quotas
• Dividing markets by allocating customers, suppliers, operational regions, or business types.
Information Security
To implement information security management, Ta Ya has adopted the ISO 27001 Information Security Management System and established an Information Security Committee to oversee information security management.
Information Security Governance
To strengthen information security management, Ta Ya established the Information Security Committee under the Board of Directors on August 5, 2020, to assist the Board of Directors in continuous implementation of information security management. The Information Security Committee is responsible for formulating and overseeing information security policies, as well as implementing information security strategies and related planning. The execution of the Committee’s operations is assigned to the Information Department. Due to the importance of information security, the responsible unit regularly reviews the information security policy, and reports to the Board of Directors on the Company's information security governance and implementation status at least once a year. The Information Security Committee convened one meeting on December 12, 2024, and reported the operation and implementation status to the Board of Directors on December 12, 2024.
On November 15, 2023, Ta Ya assigned an information security supervisor and an information security officer to oversee information security and physical information security planning and related auditing matters, as well as the coordination, promotion and supervision of systems.
Information Security Policy
1.Strive for perfection and enhance information validity- Improveoperational performance through information availability, integrity,and confidentiality.
2.Co-Prosperity and Coexistence and Safe Information Sharing-The use of operational information is not subject to geographicalrestrictions, and information is safely shared internally andexternally within the scope of the organization.
3.Seek truth from facts and precise information- Ensure thatoperational information is correct to improve the quality ofdecision-making.
4.Innovation and Change, Creating Information Value- Continueto innovate the use of information and ensure the security of theCompany's confidential information.
Business Continuity
Ta Ya maintains a Business Continuity Plan (BCP) to ensure the continuous operation of its IT data centers and network services. This plan establishes emergency response procedures to restore IT services in the shortest possible time following a disaster.
Furthermore, Ta Ya conducts annual drills under its 'Business Continuity Management Process.' In October 2024, the Information Department simulated a power system failure, which successfully validated the automatic transition to backup power through the Automatic Transfer Switch (ATS).
Information Security Management Systems Audit
Ta Ya conducts internal audits and external audits of its ISO27001 Information Security Management Systems annually to ensure the effectiveness of the management systems. The ISO27001 certification is renewed every three years with the most recent certification was obtained in March 2025.
Risk Management
The company incorporates risk management into operational activities and daily management processes through its risk governance framework. This approach ensures the management of various risks that may impact business operations and supports the stable operation of the Group.
Risk Management Policy
To establish a comprehensive risk management system and ensure stable business operations, TA YA Group approved the Risk Management Best Practice Principles in November 2022. Based on these principles, the Audit and Risk Committee Charter was formulated. The company has also developed its own risk management policies and procedures in accordance with these principles to strengthen its risk management system.
Risk Governance Framework
The Board of Directors serves as the highest governing body for risk management. The Audit and Risk Committee is responsible for supervising the operation of the risk management mechanism, with Independent Director Ho Chun-Hui serving as the Committee Chairman. Responsibilities of the Audit and Risk Committee (Risk Management Related):
1. Reviewing risk management policies, procedures, and frameworks, and periodically assessing their applicability and effectiveness.
2. Approving risk appetite (risk tolerance) to guide resource allocation.
3. Ensuring the risk management mechanism effectively addresses the risks the company faces and integrates into daily operational processes.
4. Approving priorities and levels for risk control.
5. Reviewing the implementation of risk management, proposing necessary improvements, and reporting to the Board of Directors at least once a year.
6. Executing the Board of Directors’ risk management decisions.
Risk Management Promotion and Implementation Unit
Currently, the company has not established a dedicated unit for the promotion, execution, and oversight of risk management-related affairs.
Operational Units
At present, the implementation units of various ISO management systems are responsible for risk identification, analysis, assessment, and response within their respective domains. When necessary, they also establish related crisis management mechanisms.
Risk Management Processes
TA YA's risk management principles include risk management procedures, which cover the following five key elements: risk identification, risk analysis, risk assessment, risk response, and monitoring and review mechanisms. Please refer to TA YA Electric Wire & Cable Co., Ltd. Risk Management Principles - Chapter 4: Risk Management Procedures
Internal Control System
Ta Ya has implemented risk management measures on a group scale based on Financial Supervisory Commission's "Regulations Governing Establishment of Internal Control Systems by Public Companies." It also has a robust, efficient internal control policy in place to oversee its eight main operational cycles and management systems. The Auditing Office serves two purposes: 1. Assist the Board of Directors and managers in the inspection and review of internal control system for defect, performance and efficiency, and offer improvement advices where appropriate to rectify the internal control system while ensuring its effectiveness. 2. Devise annual audit plans based on internal control self assessments and priorities, and execute accordingly in the following year with the approval of the accountable manager and the Board of Directors.
In order to facilitate self governance and timely adjustment to environmental changes, the Auditing Office prepares an internal control self assessment report in the fourth quarter every year and disseminates it to the relevant departments. The report gives each department an overview of their risk tolerance, which can be based upon to adjust the design and execution of internal control systems. All the audit actions were completed in both 2015 and 2016. The 2016 audit plan was devised with 87 audit actions, of which 87 (100%) were completed. The plan was comprised of 11 audit actions on the sales and collection cycle, 3 actions on the procurement cycle, 8 actions on the production cycle, 3 actions on the R&D cycle, 8 actions on the salary cycle, 36 actions on the financing cycle, 2 actions on the property, plant and equipment cycle, 10 actions on the data processing cycle, and 6 actions on the administrative cycle.
With regards to supervision of subsidiaries, the Company obtains monthly management reports as a means of insight into subsidiaries' operations, and regularly participates in subsidiaries' administrative meetings. In 2015, the Company audited its subsidiaries, which represented a completion rate of 94%. 14 subsidiaries were initially arranged in the 2016 audit plan. However, since the Zhang Zhou plant was closed down, the number of the plants to be audited in the plan was changed to 13. All of these plants were audited, representing a completion rate of 100%.