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Corporate Governance  
Board of Directors  
Directors  
Title Name Curriculum Vitae
Chairman Cheng, Ying Pin Longchen P&P, Supervisor, Chinese National Federation of Industries
MBA, National Taiwan University
Director Wang, Cho Chiun Vice chairman, CTBC Anti-Drug Educational Foundation
Master of Law, Graduate School of Criminology,National Taipei University
Director Lee, Ji Ren Adjunct Professor, EMBA of National Taiwan University
Doctor of Business Administration, University of Illinois at Urbana-Champaign
Director Guo, Ming Jian Chairman of Cathay United Bank
MBA, Baruch College, City University of New York
Director Wu, Chih Wei Chairman of Chi Tei Investment Co., Ltd
Master of Business Administration, California State University
Director Chiang, Chun Te Director of CTBC Bank Co., Ltd.
College of Business, University of the Witwatersrand, South Africa
Independent Director Chiu, Shean Bii Professor of Finance, National Taiwan University
Master of Business Administration, Doctor of Finance, University of Washington
Independent Director Li, Tsun Siou Adjunct professor of EMBA, National Taiwan University
Master of Business Administration & Economics , Doctor of Finance, University of California
Independent Director Wu, Chie Fuh Adjunct professor, Department of International Business, Chung Yuan Christian University
Administration, Shanghai University of Finance and Economics, Master of Business Administration, National Taiwan University
 
 
Resolutions Submitted by the Board  
Attendance of Board Meetings and Advanced Studies  
Communication between Independent Directors, Internal Audit Supervisors and Accountants  
Board Membership Expertise, Independence and Diversification.  
Succession planning for board members and key management.  
 
Audit Committee  
Audit Committee is composed of all independent directors and holds meetings once every season. Its main responsibilities are:
1.Establish or revise internal control system in accordance with Article 14-1 of Securities and Exchange Act.
2.Evaluate the effectiveness of internal control system.
3.Establish or revise the handling procedures for material financial business actions, such as acquisition or disposal of assets, derivative trading, loans of funds to others, endorsement/guarantees for others in accordance with Article 36-1 of Securities and Exchange Act.
4.Matters involving conflict of interest of directors.
5.Major assets or derivative trading.
6.Making loans/endorsement of major funds or provide guarantees.
7.Raise, issuance or private placement of securities with equity.
8.Appointment (dismissal) or remuneration of certified accountants.
9.Appointment/dismissal of financial, accounting and internal audit manager.
10.Q1, Q2 and Q3 Financial Statement and Annual Financial Report.
11.Other major matters of the Company and those regulated by competent authorities.
 
Members of Audit Committee
 
Title Name
Convener Chiu, Shean Bii (Independent Director)
Member Li, Tsun Siou (Independent Director)
Member Wu, Chie Fuh (Independent Director)
 
 
1. The Company established audit committee on Aug. 25, 2014. Total 3 committee members.
2. The term of the audit committee:May 31, 2023 to May 30, 2026. From May 31, 2023 to November 13, 2023, the Audit Committee has held two meetings.
 
Title Name Attendance in Person Attendance by Proxy Attendance Percentage of the
Attendance in Person %
Independent Director Chiu, Shean Bii 2 0 2 100
Independent Director Wen, Shun-Te 2 0 2 100
Independent Director Chang, Lan-Hsin 2 0 2 100
The audit committee’s annual work priorities and 2023 resolution matters:
1. Review financial reports: The board of directors prepares the company's 2022 business report, financial statements and earnings distribution statement, etc. The financial statements have been audited and completed by Liben Taiwan United Accounting Firm, and an audit report has been issued. The above-mentioned operating report, financial statements and earnings distribution statement have been reviewed by the Audit Committee and are found to be consistent.
2. The Audit Committee deliberates on the assessment of the effectiveness of the internal control system in 2022, based on the self-assessment results of the internal control system of each unit of the company (including overseas subsidiaries), the implementation results of the annual audit plan of the audit unit, and in accordance with the "Publicly-Issued Company's Establishment of Internal Conduct an overall assessment of the judgment items on the effectiveness of the internal control system stipulated in the "Control System Processing Standards" to reasonably ensure that the company's internal control system (including the supervision and management of subsidiaries) as of December 31, 2022 complies with relevant standards. In accordance with relevant laws and regulations, the Audit Committee reviews the design and implementation of the company's internal control system to ensure it is effective.
3. Review and agree on the revision of relevant laws and regulations such as "Measures for the Management of Financial Statement Preparation Process", "Measures for Self-evaluation or Peer Evaluation of the Board of Directors", "Operation Standards Related to Mutual Financial Business between Affiliated Enterprises".
4. Review proposals related to cash capital increase, joint loans, endorsement guarantees, capital loans, etc., and all proposals were approved without objection.
5. Appointment of accountants: In order to ensure the independence of the certified accountants, the independence of the certified accountants is regularly evaluated in accordance with the provisions of the company's "Code of Corporate Governance Practice". The 12th Audit Committee of the 3rd session on March 9, 2023 reviewed and approved the independence, professionalism and competency of Accountants Wang, Mu-Fan and Tao, Hong-Wen of BDO Taiwan ,a joint Accounting Firm, and they are qualified to serve as the company's certified accountants.
 
 
Audit Committee
Date、Period
Proposal content Resolution result
Mar 9, 2023
The 12th meeting held by the 3th Audit Committee
1. Approval of Longchen P&P’s 2022 Business Report and Financial Statements.
2. Approval of 2022 distribution of earnings.
3. Approval of the proposal for 16th election of directors (including independent directors).
4. Approval of the nomination period, quota of candidates for director (including independent director) acceptance, and acceptance of cases.
5. Approval of the impact of estimated changes in the fixed assets.
6. Approved donate Yuma Engineering shares to "Longchen Shan-Yu-Tien Education Foundation"
7. Approved donate NT$10 million to the "Longchen Shan-Yu-Tien Education Foundation"
8. Approved the proposal of the subsidiary’s financing amount endorsement guarantee.
9. Approved the proposal of comprehensive financing amount application for financial institutions.
10. Approved the assessment of the accountant’s competency and independence and the appointment remuneration case.
11. Approved the amendment to the company’s “Corporate Governance Code”.
12. Approved the submission of annual internal control system statement.
All Committee member agreed to approve.
May 12, 2023
The 13th meeting held by the 3th Audit Committee
1. Recognized the proposal of 2023 Q1 Consolidated Financial Statements of the Company.
2. Approved the revision of the company's "Operation Standards Related to Financial Business Between Related Parties".
3. Approved the expected related party transactions in 2023.
4. Approved the proposal of the subsidiary’s financing amount endorsement guarantee.
5. Approved the NT$6.932 billion joint loan project.
6. Approved the proposal of comprehensive financing amount application for financial institutions.
All Committee member agreed to approve.
Aug 11, 2023
The 1th meeting held by the 4th Audit Committee
1. Recognized the proposal of 2023 Q2 Consolidated Financial Statements of the Company.
2. Approval of 2023 distribution of earnings at first half of the year.
3. Approved the proposal of the subsidiary’s financing amount endorsement guarantee.
4. Approved the proposal of comprehensive financing amount application for financial institutions.
5. Approved the change of visa accountant case.
All Committee member agreed to approve.
Nov 13, 2023
The 2th meeting held by the 4th Audit Committee
1. Recognized the proposal of 2023 Q3 Consolidated Financial Statements of the Company.
2. Approved the appointment of general manager
3. Approved donate NT$ 8 million to the Longchen Sustainable Development Foundation.
4. Approved the proposal of the subsidiary’s financing amount endorsement guarantee.
5. Approved the proposal of comprehensive financing amount application for financial institutions.
6. Approved the audit plan in 2024.
All Committee member agreed to approve.
 
 
Remuneration Committee  
The Company established remuneration committee on Dec. 23, 2011. Its major responsibilities are:
1.Establish and regularly review the performance evaluation of directors and managers and the policy, system, standard and structure of remuneration.
2.Regularly evaluate performance goal achievement on directors and managers and suggest the content and amount of their individual remuneration.
 
Members of Remuneration Committee
 
Title Name
ConveneMember Wu, Chie Fuh (Independent Director)
Member Wu, Chih Wei (Director)     
Member Li, Tsun Siou (Director)
 
The meeting date, proposal content and resolution results of the 2022 Remuneration Committee are as follows
 
Remuneration Committee
Meeting Date、Period
Proposal content Resolution result
March 12, 2021
The 2th Session of the 4rd Remuneration Committee
1.Approved of the proposal of days bonus and performance bonus distribution of role bonus to executives above the manager level P&L for 2020.
2.The proposal for employee bonus distribution of 2020 was approved.
All Committee member agreed to approve.
August 13, 2021
The 3th Session of the 4rd Remuneration Committee
1.Approved the thedelivery the independent reward of the first half year in 2021 to the supervisors above the manager. All Committee member agreed to approve.
 
Internal Audit  
The board of the Company shall regulate the Company’s audit system and procedures and review the Company’s internal audit system and audit reports in accordance with “Regulations Governing Establishment of Internal Control Systems by Public Companies”.

 
Audit Department and Internal Auditors  
Longchen P&P’s Internal Audit is a unit that reports directly to the Board of Directors, which comprised of a chief audit officer and audit personnel matched the qualification criteria of FSC. The names, ages, educational background, experience, seniority, and training of the internal auditors shall be reported to the FSC based on its regulated format for recording by the end of January each year.
 
 
Appointment and Dismissal of Auditors  
1.The appointment and dismissal of the chief audit officer is approved by the Audit Committee and submitted to the Board of Directors for approval.
2.The appointment, dismissal, evaluation, and salary/remuneration of auditors are handled in accordance with the “Principles for the Recruitment, Appointment, Determination of Salary of Newcomers, “Regulations Governing Employees’ Salary”, “Regulations Governing Performance Evaluation” and “Principles for Employees’ Resignation Procedures” and the evaluation performance will be conducted twice a year. The aforementioned appointments, dismissals, evaluations and salary/remuneration will be submitted to the Chairman of the Board of Directors for approval in accordance with the Approval Procedures. The aforementioned regulations have been disclosed in the Company’s Internal Regulations Zone.
 
 
Objectives of Audit  
The aims of our internal audit program are to conduct audits effectively, to evaluate problems in the internal control system and assess the efficiency of operations to ensure that such a system can be carried out effectively on a continuous basis, and to assist the board of directors and management to perform their duties effectively so as to ensure a sound corporate governance system. Therefore, our internal audit program shall take into consideration the overall operational activities of the firm and its subsidiaries in establishing an effective internal control system that will be constantly reviewed and updated so as to keep up with the changing environment inside and outside the company and to ensure that the design and enforcement of the system remain effective.
 
 
Procedure of Audit Regular Declaration of Audit
Evaluation of transaction risk via internal control cycle Declaration of audit plans
Approval of board of directors for annual audit plan Declaration of audit team
Conduct regular or irregular auditing work Declaration of insufficiency
Post-audit communication and final forum Statement of internal control
Audit reporting Report of insufficiency improvement
Follow-up and upgrading reporting
Self-Assessments of internal control system
 
   
Audit Performance Report  
The audit report shall be delivered to audit committee members by the end of next month upon the completion of audit items after reviewed by audit manager and reported to assigned board members and obtained instructions.
 
   
Implementations of Corporate Governance  
The Company has passed that Assistant vice president, Wu, Kuo-Shan, will serve as the chief corporate governance officer by resolution during the board meeting on May 14, 2021. Assistant vice president, Wu, Kuo-Shan, had conducted tasks as chief accounting officer for over 20 years at public companies. As a chief corporate governance officer, his major responsibilities will be:
1.Handle relevant matters and prepare the minutes for board meeting and shareholders’ meeting.
2.Assist the office taking and continued advanced studies of directors.
3.Provide the information required for directors to execute business.
4.Assist the directors in law compliance.
5.Other matters established in accordance with Articles of Incorporation or contracts.
 
Implementations of Corporate Governance and Advanced Studies during the Recent Years
   
Implementation of Specific Precautions Against Insider Trading  
The Company provides educational and promotional programs on the relevant laws and regulations related to prevention of insider trading to current directors, managers, and employees at least once a month; for new directors and managers, educational and promotional programs are arranged within two days of taking office, and for new employees, educational and promotional programs are provided by human resources during pre-employment training.
On the 25th of each month during the year, the current directors and managers were given relevant advocacy on the confidentiality of material information, as well as the reasons for insider trading, the identification process, and transaction examples. On September 24, 2020, the Company held a morning meeting to reiterate its commitment to confidentiality. The Company has also posted the relevant information on its website and internal employee system for reference by relevant personnel.
 
Date Object Times Total Hours Course Content
Inauguration day new insider 6 6 1.Internal Material Information Processing Procedures & Confidentiality Commitment Letter
2.Introduction to insider trading and vesting rights
Every 25th of each month All insider 30 87 1. Reminder of the important content of the "Securities Investors and Futures Traders Protection Law" and its impact on its rights and obligations
2. Reiterate "insider trading" and "right to belong"
3. Matters needing attention in the declaration of shareholding changes
Inauguration Day New employees   124 41 1. Publicity of confidentiality commitment
2. Procedures for Execution of Confidentiality Commitment Letter
2023.02.22 &
2023.08.23
All employees   1,030   343 1. Reaffirm the confidentiality commitment to the employees
2. Procedures for Execution of Confidentiality Commitment Letter
 
   
Implementation of Specific Ethical Corporate Management Practices  
In accordance with the “Procedures for Ethical Management and Guidelines” of the Company, the Human Resources Department is the dedicated unit to promote ethical corporate management and report to the Board of Directors once a year, and is responsible for assisting the Board of Directors and management in formulating and supervising the implementation of ethical corporate management policies and preventive programs to ensure the implementation of the Ethical Corporate Management Best Practice Principles. As of the end of September 2021, the Company's implementation of its ethical corporate management policy is reported as follows:
1.Total of 18 items for relevant regulations of ethical corporate management are explained in the morning meeting on the third week of each month.
2.According to the Company’s Regulations of 119 Feedback Mailbox, our Taiwan plant received 9 cases of Feedback Mailbox, which have been investigated by the chief audit officer and the results and countermeasures have been announced.
 
List of Advocacy on Relevant Regulations of Ethical Corporate Management
Integrity Commitment Letter
   
Enforcement of intellectual property rights  
The intellectual property rights management standard system includes patents, trademarks, copyrights, business secrets and other items. The company encourages employees to conduct research and innovation, implement corporate governance, and protect technology research and development results to ensure the company's sustainable operations. It formulates intellectual property management policies and formulates relevant measures. Operational execution is used to reduce operational risks, strengthen competitive advantages, and enhance corporate competitiveness.
 
Intellectual property rights enforcement results in 2023
Trademark enforcement results
Copyright enforcement results
   
Cardinal Corporate Codes  
1 Articles of Incorporation(Nomination system was adopted for election of directors) 1 Ethical Corporate Management Best Practice Principles
Corporate Governance Principles Procedures for Ethical Management and Guidelines
Rules and Procedures of Shareholders Meeting Codes of Ethical Conduct
Rules for Election of Board of Directors Procedures for Lending Funds to Other Third Parties
Rules and Procedures of Board of Directors Procedures for Endorsement and Guarantee
Rules for Performance Evaluation of Board of Directors Procedures for Acquisition or Disposal Assets
Rules for Governing the Responsibilities of Independent Directors Policies and Procedures for Financial Derivatives Transactions
Audit Committee Charter Internal Procedures for Handling Material Inside Information
Remuneration Committee Charter Corporate Social Responsibility Best Practice Principles
   Regulations of 119 Feedback Mailbox