Corporate Governance – Novel anti-cancer drugs

Corporate governance structure

Board of Directors

Board of Directors Meeting

The operation of the Board of Directors shall exercise the powers in accordance with laws and regulations, the Company's articles of incorporation and the resolutions of the shareholders meeting. The Board of Directors is composed of 9 members with a term of 3 years. The election of Directors adopts the candidate nomination system, and the shareholders choose the Directors from the list of candidates. All members of the Board shall have the knowledge, skills, and experiences necessary to perform their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities:

Ability to make operational judgments.
Ability to perform accounting and financial analysis.
Ability to conduct management administration.
Ability to conduct crisis management.
Knowledge of the industry.
An international market perspective.
Leadership ability.
Diversified professional background, including decision-making ability, etc

The Company's "implementation of Diversification of Directors" includes 3 Independent Directors and 1 female Director. All Independent Directors comply with the requirements of the Securities and Futures Bureau (FSC) related to Independent Directors.

For inquiries about the operation of the Board of Directors, please refer to "Market Observation Post System-Corporate Governance- Organizational Structure (the Company's stock code: 6617)"

Committee

Market Observation Post System-Corporate Governance – Organizational Structure (The Company's stock code: 6617)

Internal audit

The Company has set up an Audit Office under the Board of Directors, and has appointed a full-time Internal Audit Supervisor to assist the Board of Directors and managers in examining and reviewing the deficiency of internal control system, evaluating the effectiveness and efficiency of operations, and providing timely improvement suggestions to ensure the internal control system can be continuously and effectively implemented and used as a basis for review and revision of the internal control system.
At the end of each year, the Audit Office selects the scope of the following year's audit based on the risk assessment mechanism, in order to examine the Company's internal control system by attaching working sheets and related materials to prepare an audit report.
In addition to compiling the audit reports on the internal control system deficiencies and abnormal events discovered during the audit, the internal audit personnel shall also make a list of follow-up items to ensure that the concerned units take appropriate improvement measures in a timely manner. In addition, the audit report shall be delivered to each Independent Director for his/her to review before the end of the following month after it is completed.
All units and subsidiaries of the Company shall be urged to examine the effectiveness of their internal control systems on a regular basis each year, and then the internal audit unit shall review the subsidiary’s self-examination report, to assess whether the design and implementation of internal control are effective.

Company regulations

Company Rules & Regulations

Articles of Incorporation
DRules of Procedure for Shareholders' Meeting
Rules of Procedure for Board of Directors Meeting
Procedures for Election of Directors
Regulations Governing Acquisition and Disposal of Assets
Operating Procedures for Loaning Funds to Others
Operating Procedures for Endorsements and Guarantees
Regulations Governing Engagement in Derivative Commodity Trading
Corporate Governance Best Practice Principles
Corporate Social Responsibility Best Practice Principles
Ethical Corporate Management Best Practice Principles
Prevention of Insider Trading and Internal Material Information Management Operations

Other corporate governance information

★Management for Prevention of Insider Trading★

For the Company’s management operations to prevent insider trading, such as preventing insiders including Directors, employees, etc. from using information which is not available in the market for personal profits, please refer to the "Prevention of Insider Trading and Internal Material Information Management Operations" approved at the Company’s Board of Directors Meeting (Corporate Governance/ Company Regulations/ Prevention of Insider Trading and Internal Material Information Management Operations)

◆Communication Between Independent Directors and Internal Audit Supervisors and Accountants◆

Communication method: Communication policy applicable to Independent Directors, Internal Audit Supervisors and Accountants

The Independent Directors and the Internal Audit Supervisor communicate with the Board of Directors through the Audit Committee. The Internal Audit Supervisor regularly reports to Independent Directors during Audit Committee Meetings, and communicates the results of audit reports and the implementation status of follow-up reports with Audit Committee members.
The Independent Directors communicate with the Accountants through the Audit Committee Meeting. The certified public accountants explain the result of audit or review of financial statements to the Independent Directors at the Audit Committee meeting, and communicate on issues such as whether there are financial report adjustment entries or whether the legal amendments impact on the accounting method.