Corporate governance status
1. Has the Company stipulated corporate governance best-practice principles in accordance with “Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies”?

YES

The Company has approved the revised Corporate Governance Best-Practice Principles on December 18, 2020, based on the Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies and disclosed them on the company website as well as MOPS.

2. Company share structure and shareholders’ rights

(I) Has the Company formulated an internal SOP for handling shareholders’ suggestions, doubts, disputes, litigations and implementing them according to the SOP?

YES

The Company has established the “Whistleblower and Protection Protocol” to handle shareholder rights-related questions and disputes. The Company has established a stock affairs division to handle shareholder services, as well as a legal affairs division to handle disputes and grievances according to relevant protocols.

 

(II)Does the Company hold a list of the Company’s key shareholders and their ultimate controllers?

YES

 

(III)Has the Company established and implemented risk control and firewall mechanism with its affiliated companies?

YES

The Company has established the “Group Enterprise, Specific Company, and Stakeholder Transaction Protocol” to regulate the finance and business interaction between the Company, the group’s enterprises, specific companies, affiliates, and stakeholders, to protect the Company’s rights as well as that of the investors and shareholders.

 

(IV) Has the Company stipulated internal regulations prohibiting inside personnel trading securities using information that has not yet been disclosed on the market?

YES

The Company has established the “Employee Code of Ethics” and “Procedures for Handling Material Inside Information and Preventing Insider Trading” to regulate that the Company’s insiders cannot trade securities with undisclosed information for personal gain or cause harm to others. We promote Management Regulations for Prevention of Insider Trading and relevant laws to the incumbent directors, independent directors, managers, and employees at least once a year. Furthermore, we arrange education and promotion for new directors, independent directors, and managers within 3 months of reporting for duty. Our HR Department will organize orientation training for new employees that includes material information confidential operation, open operation, and violation disciplinary actions. Moreover, the course presentation files will be sent to all the directors, managers, and employees as references. Online education and promotion presentations were conducted for incumbent managers and employees on January 27, 2021, and August 21, 2020, respectively. The course content includes the confidential operation of material information and case studies on insider trading. The presentation was sent to all of the Company’s insiders and colleagues.

3. The Composition of the Board of Directors and Their Duties

(I) Has the board devised and implemented policies to ensure the diversity of its members?

YES

The Company adopts a “candidate nomination system” for the election of directors. All candidates for the election of directors must be nominated and their qualifications reviewed by the board of directors and then submitted to the shareholders’ meeting. According to Corporate Governance Best-Practice Principles”, the composition of the board of directors must take consideration of diversity, and formulate appropriate diverse guidelines based on its operation, business model and development needs, which include 8 indicators: management, technology R&D, international, Sales marketing, accounting finance, legal, supervisor, and ESG focus. Busieness related experience and expertise of directors of the company compose above 8 indicators. 60% of them reach 4 indicators, 40% of them reach 3 indicators. The percentage of directors who also serve as employees of the Company is 0%; the percentage of independent directors is 40%. 3 directors are aged between 40 and 50; 1 is aged between 50 and 60; and 1 is aged between 70 and 75.

 

 

(II) Apart from the Remuneration Committee and Audit Committee, has the Company assembled other functional committees at its own discretion?

YES

Although the Company has not established other functional committees, in response to operational needs, the Company will voluntarily comply with the laws and regulations and set up other functional committees.

 

 

(III) Has the Company established the Regulations Governing the Board Performance Evaluation and its evaluation methods, and does the Company perform a regular performance evaluation each year and submit the results of performance evaluations to the board of directors and use them as reference in determining compensation for individual directors, their nomination, and additional office terms?

YES

The Company passed the formulation of the “Regulations Governing the Board Performance Evaluation” on January 29, 2021. At least one internal performance evaluation is performed each year and the result is reported to the board of directors to be used as a reference for directors’ remuneration and candidate nomination. The scope of the overall performance evaluation of the board of directors of the Company covers the following 5 aspects, with a total of 45 items evaluated:

I. Participation in the operation of the Company. II. Improvement of the quality of the board of directors’ decision making. III. Composition and structure of the board of directors. IV. Election and continuing education of the directors. V. Internal control.

The scope of the self-performance evaluation of the Company’s board members covers the following 6 aspects, with a total of 23 items evaluated:

I. Their grasp of the Company’s goals and missions. II. Their recognition of duties of the functional committee. III. Participation in the operation of the Company; IV. Their management of internal relationships and communication. V. Their management of internal relationships and communication. VI. Internal control.

The scope of the performance evaluation of the Company’s functional committee covers the following 5 aspects, with a total of 26 items evaluated:

I. Participation in the operation of the Company. II. Their recognition of the duties of the functional committee. III. Improvement in the quality of decision making by the functional committee. IV. The composition of the functional committee, and election and appointment of committee members. V. Internal control.

The performance evaluation stated above was carried out and compiled by members of the board, members of the functional committee and stock affairs office before the end of 2021 Q1. The evaluation was conducted using an internal questionnaire The result of the director performance evaluation stated above is provided to directors and is used as a reference basis for determining their remuneration as well as for nominating directors or selecting remuneration committee members.

The overall performance evaluation result for the 2020 board of directors is excellent and that it is able to perform functions properly. It scored an average of 4.8 out of 5.

The performance evaluation result for the functional committee is excellent and that it is able to perform functions properly. It scored an average of 4.8 out of 5.

The members of the 2020 board did not make any other suggestions. The aforementioned evaluation results were submitted to the board of directors’ meeting held on March 12, 2021.

 

 

(IV) Is an external auditor’s independence assessed by the Company on a regular basis?

YES

The professionalism and independence of CPAs is evaluated by the Company once a year by the independence statement provided by the CPAs. The evaluation result for 2021 was resolved on the board of directors’ meeting held on March 12, 2021.

4. Does the Company appoint competent and appropriate corporate governance personnel and corporate governance officer to be in charge of corporate governance affairs (including but not limited to furnishing information required for business execution by directors, assisting directors’ compliance of the law, handling matters related to board meetings and shareholders’ meetings according to the law, and recording minutes of board meetings and shareholders’ meetings)?

YES

The Company’s board of directors has appointed the Executive Vice President of Finance Center and CFO Lien Wei-Chung as the Company’s corporate governance executive. He is in charge of corporate governance-related affairs including organizing board meetings, Audit Committee meetings, Remuneration Committee, and shareholders’ meetings, as well as facilitate director appointments and further education. He must also provide the directors with the necessary information to carry out their jobs and ensure their legal compliance, thereby effectively improving the Company’s corporate governance performance. Full-time (part-time) corporate governance organization: The “Stock Affairs Office” is in charge of or assists in corporate governance-related matters.

5. Has the Company created a communication channel with its stakeholders (including but not limited to shareholders, employees, customers, and suppliers) and established a stakeholders’ area on the company website to respond to important CSR issues that the stakeholders have expressed concerns about?

YES

The Company has established a stakeholder communication channel to respond to material CSR-related issues that the stakeholders have expressed concerns for. The Company’s website (www.cmmt.com.tw) features a Stakeholders’ Corner stating the following communication methods (contact person/spokesperson: Sheng Hai-Tien; acting spokesperson: Huang Pei-Ming; tel. (06-5889988); email: cmmt_ir@cmmt.com.tw).

6. Has the Company commissioned professional securities institutions to handle shareholders’ meetings?

YES

The Company has commissioned professional company stock affairs agent Taishin International Bank to handle AGM and company stock affairs.

7. Information disclosure

(I) Has the Company created a website to disclose its financial and corporate governance-related information?

YES

The Company has disclosed its financial and corporate governance-related information on the company website (www.cmmt.com.tw).

 

(II)Has the Company adopted other information disclosure methods (such as creating an English website, appointing someone to gather and disclose company information, implementing the spokesperson system, and disclosing details of the investor conference on the company website?

YES

The Company website is available in English to disclose related information. The Company has a spokesperson and stock affairs-related departments to disclose relevant information according to regulations.

 

(III)Does the Company announce and report the annual financial statements within 2 months after the end of the fiscal year, and announce and report the first, second, and third-quarter financial statements, as well as the operating status of each month before the prescribed deadline?

YES

The Company announces the financial statements within 3 months of the end of the fiscal year and promptly announces various operating conditions.

8. Please provide information on the status of the improvements regarding the results of a corporate governance evaluation published by the TWSE Corporate Governance Center in the most recent year. For improvements not yet implemented, state the areas and policies your Company established as priorities for improvement. The Company was not evaluated in 2020.

Is there any other important information that will facilitate the understanding of the Company’s corporate governance operations (including employee rights, employee care, investor relations, supplier relations, stakeholders’ rights, further education of directors and supervisors, implementation of risk management policy, and risk evaluation standards, client policy implementation, the Company’s liability insurance for its directors and supervisors and so on)? 1. Employee rights and employee care:

(1) The Company’s management regulations (including various employee benefits and retirement systems) comply with labor regulations. The Company has obtained OHSAS18001 certification as well as occupational safety and health management system accreditation to eliminate or minimize our employees’ work-related risks.

(2) The Company’s products are all RoHS compliant, and we also have a dedicated customer service unit to handle quality and customer-complaint issues.

(3) The Company complies with Labor Standards Act and OHSAS18001 regulations to provide our employees with a safe and healthy workplace.

(4) We conduct safety and health education for our employees from time to time and regularly organizes employee health exams.

(5) The Company has established a communication mechanism, and we have communicated information related to issues that may have a major impact on the Company’s operations. Relevant information is disclosed on the Company’s “Investor Relations” website (www.cmmt.com.tw) or announced on MOPS according to the law (http://mops.twse.com.tw/index.htm).

(6) The Company implemented the employee share ownership plan in 2018 to let our employees engage in long-term investments in the Company’s stocks. Furthermore, we also manage and utilize the trust properties to maximize benefits for our employees, thereby accumulating their wealth and protecting their future livelihood.