Corporate Governance

Corporate Governance

The Responsibility and the refresher programs for Corporate Governance Officer

I. Establishment situation:
St.Shine Optical resolved through the board of directors on January 5, 2022 to designate Ms. Eris Lin, the Manager of Finance Department, as the Corporate Governance Officer. She holds the highest responsibility for company governance matters. She has more than three years of experience in managing financial accounting units in publicly listed companies. The primary duties of the Corporate Governance Officer include handling related matters of the board of directors and shareholders meetings in accordance with the law, creating records for the board of directors and shareholders meetings, assisting directors in their appointments and continuous education, providing necessary information for directors to perform their duties, and helping directors comply with laws and in 2023.

II. The execution of corporate governance affairs in 2023 is as follows:
1.Assist independent directors and general directors in their duties, provide necessary information, and arrange director training:
(1) Review the confidentiality level of related information and provide company information required by directors, ensuring smooth communication and interaction between directors and business heads.
(2) When independent directors need to meet individually with internal audit heads or certified public accountants according to the Corporate Governance Practice Code, assist in arranging related meetings.
(3) Based on the company's industry characteristics and directors' academic and career backgrounds, help independent directors and general directors draft annual training plans and arrange courses.

2.Assist with the procedures and legal compliance of the board of directors and shareholder meetings:
(1) Help and remind directors to comply with regulations when performing their duties or making formal decisions in the board of directors meeting. Offer suggestions when the board of directors is about to make illegal decisions.
(2) After the meeting, be responsible for reviewing the release of significant information regarding crucial resolutions of the board of directors, ensuring the legality and accuracy of the information to protect the transaction information of investors.

3.Draft the board of directors meeting agenda and notify directors seven days in advance, convene the meeting and provide meeting information. If topics require conflict of interest avoidance, remind in advance, and complete the minutes of the board of directors meeting within twenty days after the meeting.

4.Legally handle the pre-registration of shareholders meeting dates, produce meeting notifications, proceedings manuals, and minutes within the statutory period, and handle registration changes when revising the charter or electing new directors.

5. According to the company's " Rules for Self-Evaluation or Peer Evaluation of Board of Directors", the director's performance evaluation will be conducted once a year. In January 2024, an internal performance evaluation of the 2023 Board of Directors and functional committees will be carried out. The results of this assessment will be presented to the Remuneration Committee for approval in March 2024 and be submitted to the board of directors.

6. Setting up the company’s website to include comprehensive financial business information and corporate governance details for shareholders and stakeholders’ reference.

Corporate Governance Officer on-going education in 2023:

Course Date Organizer Course Name Training Hours
2023/7/13 Taiwan Stock Exchange、Taipei Exchange Publicity and briefing session on sustainable development action plan of listing plan 3
2023/8/9 Taipei Exchange Publicity and briefing session on insider equity of listed companies 3
2023/11/16 CTCI Education Foundation、Taiwan Institute for Sustainable Energy 6th Global corporate sustainability forum 6