Corporate Governance
Corporate Governance Structure
Corporate Governance Structure
We believe that a robust and efficient Board of Directors is part of the foundation for excellent corporate governance. To build an effective structure for corporate governance, we employ measures to strengthen the organization and operation of the Board
Company Code
4195
Company Abbreviation
Genomics
Board Seats (Including Independent Directors)
Independent Director Seats
Total Board Seats
Independent Director Seats
Audit Committee Establishment
Compensation Committee Establishment
7~9
no less than three
9
3
有
有
The operational status of corporate governance and why our corporate governance practices differ from those of other listed companies
Assessment Items
Operational Status
Why Our Corporate Governance Practices Differ from Those of Other Listed Companies
I. Is the company's corporate governance practices established and disclosed in accordance with the “Corporate Governance Practice Guidelines for “Listed and OTC Companies?
Yes
No
The company has established and disclosed corporate governance practices.
No significant differences.
II. Company equity structure and shareholder’s equity
1. Has the company established internal operating procedures to handle shareholder suggestions, doubts, disputes, and litigation matters, and implemented them accordingly?
Yes
No
The company has a spokesperson system and a shareholder service agency to handle shareholder suggestions, doubts, disputes, and litigation matters, and has appointed advisory lawyers to provide advice on legal matters.
No significant differences
2. Has the company established and implemented risk control and firewall mechanisms between related companies?
Yes
No
The company has established “Operational Guidelines for Financial Transactions between Related Companies” for risk control.
No significant differences
3. Has the company established internal regulations prohibiting insiders from trading securities based on undisclosed information in the market?
Yes
No
The company has established an “Insider Trading Prevention Management Measures” and “Internal Major Information Processing Procedures” to prohibit improper disclosure by internal personnel and any actions that may involve insider trading.
No significant differences
III. Organization of Board of Directors and Duties
1. Has the board of directors formulated a diversity policy, specific management objectives, and implemented them regarding member composition?
Yes
No
The company's board of directors election adopts a “Candidate Nomination System”, and the board of directors sets up nine directors (including three independent directors) according to the current operating scale and development needs. It not only considers diverse backgrounds, professional capabilities, and experiences, which cover expertise in the biotechnology industry, accounting, management, etc., but also values their personal reputation in ethical behavior and leadership. It also ensures gender balance by including female members on the board. Please refer to pages 12-14 of the annual report for information on directors and supervisors.
No significant differences.
2. Besides establishing compensation and audit committees as required by law, has the company voluntarily set up other functional committees?
Yes
No
The company has set up audit and compensation committees in accordance with the law.
No significant differences.
3. Does the company establish a board of directors' performance evaluation method and its evaluation process, conduct regular performance evaluations annually, report the results to the board of directors, and use them as references for individual directo
Yes
No
The company's main responsibility of the board of directors is to supervise, evaluate the performance of the management team, appoint and dismiss executives, make decisions on important matters, and guide the management team. The board of directors operates in accordance with the law and will discuss whether to conduct performance evaluations in the future.
In the future, the company will comply with legal regulations to establish a board of directors' performance evaluation method and process.
4. Does the company periodically evaluate the independence of the certified public accountants?
Yes
No
The company appoints Deloitte Taiwan as the auditor of the company's certification. The auditor meets the company's independence and suitability qualifications and was approved by the Board of Directors on July 15, 2021.
No significant differences.
IV. Does the listed and OTC company allocate appropriate and sufficient corporate governance personnel and designate a corporate governance officer responsible for corporate governance-related matters (Including but not limited to providing directors and
Yes
No
The company has not yet established a governance supervisor. However, we have designated personnel currently handling relevant corporate governance tasks, including conducting meetings related to the board of directors, audit committee, remuneration committee, and shareholders' meetings. They also assist directors in taking office and continuing their education, provide necessary information for directors to carry out their duties, and help directors comply with laws to prepare meeting records, etc. In the future, the company will comply with legal requirements to establish a dedicated position.
No significant differences exist, and a dedicated position will be established in accordance with legal requirements in the future.
5. Has the company established communication channels with stakeholders (including but not limited to shareholders, employees, customers, and suppliers), and set up a stakeholders' area on the company's website to adequately address important corporate so
Yes
No
The company's website has an investor relations section to maintain good communication with stakeholders. Stakeholders can also contact the company spokesperson via telephone, mail, fax, email, etc., if needed.
No significant differences.
VI. Has the company appointed a professional securities agency to handle shareholder meeting affairs?</p>
Yes
No
The company has appointed the securities agency department of President Securities Corporation to handle shareholder meeting affairs.
No significant differences.
VII. Public Information
1. Has the company established a website to disclose financial and corporate governance information?</p>
Yes
No
The company's website has an investor relations section for disclosure and also publishes information on the Market Observation Post System (TWSE MOPS).
No significant differences.
2. Does the company adopt other methods for information disclosure (such as setting up an English website, assigning dedicated personnel for information collection and disclosure, implementing a spokesperson system, placing corporate briefing processes on
Yes
No
The company has a spokesperson who oversees public information matters.
No significant differences.
3. Has the company announced and filed the annual financial report within two months after the end of the fiscal year, and early announced and filed the first, second, and third-quarter financial reports as well as monthly operational status within the pr
Yes
No
The company complies with legal deadlines to announce and file the annual and second-quarter financial reports, and files monthly operational status. For disclosure of the above information, please refer to the Market Observation Post System (TWSE MOPS). (The company, being an OTC company, is not required to file first and third-quarter financial reports)
No significant differences.
VIII. Does the company provide other important information essential for understanding the operation of corporate governance (including but not limited to employee rights, employee care, investor relations, supplier relationships, rights of stakeholders,
Yes
No
- The company has established labor-management meetings and has a staff welfare committee, implements a retirement pension system, provides equal employment opportunities, conducts employee training, and provides employee group insurance, as well as arranges regular health checkups, emphasizing harmonious labor relations.
- The company, in accordance with legal requirements, truthfully discloses corporate information to protect the rights of investors and stakeholders and fulfills its responsibilities to shareholders.
- The company maintains good communication with suppliers.
- The company is committed to providing high-quality service efficiency and has designated personnel to handle customer suggestions, ensuring smooth communication channels with customers.
- Directors' ongoing education: Appropriate courses are periodically arranged for directors.
- The company's internal control, risk management system, and necessary management regulations all require approval by the Board of Directors. Each director attends board meetings, overseeing the execution of significant business matters and understanding and analyzing risk management processes.
- The company has purchased liability insurance for directors and key employees, and reports to the Board of Directors after renewal.
No significant differences.
IX. Please describe the improvements made on the results of the Corporate Governance Evaluation by the Taiwan Stock Exchange Corporate Governance Center, as well as the priority items and measures of items not yet improved: Genomics is not included as one
Board of Directors
Implementation of diversified members
According to the “Articles of Incorporation” of Genomics, the election of Board of Directors members follows the “candidate nomination system”. All Board member candidates shall be nominated and evaluated by for eligibility via the independent Board of Directors member candidate list. The Board of Directors shall pass a resolution on the list of candidates and submit it to the shareholders' meeting for selection.
According to the “Corporate Governance Best Practice Principles”, members of the Board of Directors shall possess the necessary knowledge, skills, and experience to perform their duties. To achieve the ideal objectives 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 manage risks.
- Possess knowledge of the industry.
- Possess prospective of international market.
- Ability to lead.
- Ability to make decisions.
The Seventh Board of Directors of Genomics is consisted of 9 Board members: 6 directors and 3 independent directors. All members have extensive experiences in operation management, leadership and decision making, financial and related industry knowledge, technical skills and experiences. We believe that the retention of the Board of Directors enables them to provide deeper insights on the operational and financial status of the company, and has positive affect on creating overall benefits and profits for the company. We also value the significance of gender equality in the composition of the Board of Director members: the current Board has two female members, accounting for 22% of the Board of Directors. We carefully consider the makeup of the Board and standards for diversification; member backgrounds and expertise span across multiple disciplines, such as industry professionals, scholars with high academic reputation, and individuals with extensive practical experiences in business operation and management. The Board of Directors are elected based on the necessary knowledge, skills, and experience required to perform their duties.
The implementation of our diversity policies and achievement of management goals are as follow: no more than one-third of the Board of Director members shall simultaneous act as managers of the company; more than half of the members of the Board of Directors shall have no spousal relationship or familial relationship within the second degree of kinship with another director; at least one position of the Board of Directors shall be occupied by a female Board member. The current members of Board of Directors have met the company’s diversity policy objectives.
Information on the background and education history of Genomics’ Board of Director, disclosure on the concurrent positions in other companies or Boards, the operational status of various functional committees, development of corporate governance and corporate social responsibility, proof of participation and completion of advanced learning of Board members, related training and learning records, have all been published in the Company Annual Report. The information can be queried from the Investor Relation section of the corporate website and the “Public Information Observatory”.
【For detailed information, please refer toPublic Information Observatory (Stock Code: 4195)】
Audit Committee
Composition
The Audit Committee is composed entirely of independent directors, consisting of three members.
- Chair:
Hsiao Jei Fu, Independent Director/Distinguished Chair Professor at I-Shou University and Academia Sinica
- Members:
Tseng I Hsiung, Independent Director/Honorary Professor at National Chung Hsing University, Meridian Health Course Lecturer at University for Seniors
Hsiao Yu Jen, Independent Director/Professor at Executive MBA in Biotechnology, College of Management, Taipei Medical University
Responsibilities
The Audit Committee assists the Board of Directors in reviewing the company's financial statements, internal control systems, audit operations, accounting policies and procedures, significant asset transactions, appointment and dismissal of accountants, and the appointment and removal of financial, accounting, and internal audit executives. This ensures the company's operations comply with relevant laws and regulations. An effective internal control system and audit operations are the cornerstone of good corporate governance. To maintain effective internal control systems, especially in risk management, financial and operational control, the Audit Committee regularly hears reports from internal auditors, reviews their audit operations, and assesses the independence of the certifying accountant to ensure honest and fair accounting, auditing, and financial reporting.
Operational Status
For the committees meeting status, please refer to the Company Annual Reports. The information on company annual report can be found at the “Public Information Observatory’s” website and the Investor Relation section of the company’s official website. [For detailed information, please refer to Market Observation Post System (TWSE MOPS) (Stock Code: 4195)
Communication between Independent Directors, Internal Audit Supervisors, and Accountants
- The audit supervisor reports the establishment and modification of internal control regulations and processes to the Audit Committee.
- The audit supervisor reports the execution and results of the annual internal control self-assessment to the Audit Committee each year.
- The audit supervisor submits a monthly written summary (via postal mail) of the previous month's audit findings or quarterly tracking of deficiencies and abnormal issues to independent directors for review. Independent directors provide comments and suggestions on the report.
- The audit supervisor provides a quarterly report to the Audit Committee on the execution status of the annual audit plan, results, and tracking of deficiency improvements.
- The audit supervisor updates the Audit Committee on new and revised securities regulations.
- The audit supervisor maintains direct communication with independent directors as needed, ensuring smooth communication channels.
- The certifying accountant reports the semi-annual or annual financial report audit or review results at Audit Committee meetings and communicates legislative or regulatory changes.
Summary of communications between independent member of Board of Directors, auditing supervisor and accountant
All Years
Communication between Independent Directors and Audit Supervisor
Date
Meeting
Key Communication Points
Suggestions from Independent Directors and Company's Handling
110.07.15
Pre-meeting discussion of the Auditing Committee
Independent members of the Board of Director describe their expectation for operational management, the roles and functions of the Auditing Committee.
No comments
110.07.15
Auditing Committee
- Summarize the internal audit business execution report to the newly established audit committee
- The implementation and results of the 109-year internal control system self-assessment exercise
- 109 Annual Internal Control System Statement
- Track missing and abnormal improvement reports
- Revision of the company’s internal control system and management control operations
No comments
110.07.15
Auditing Committee
Revise the company's internal control system (including internal audit implementation rules)
No comments
110.12.22
Auditing Committee
- Internal audit business execution status report
- Track missing and abnormal improvement reports
- Prepare 111 annual audit plan
- Revise the company's internal control system (including internal audit implementation rules)
No comments
會計師與獨立董事之溝通情形：頻率每年至少一次
Meeting
Key Communication Points
Suggestions from Independent Directors and Company's Handling
Shareholder Meeting Files
110.07.15
Auditing Committee
The certifying accountants provide explanations and suggestions regarding the process and results of reviewing the second-quarter financial report for the year 2021.
The certifying accountants engage in comprehensive communication and discussion with independent directors regarding their inquiries.
110.12.22
Pre-Meeting Discussions with the Audit Committee
- Communicate with independent directors via letter to explain and exchange opinions on the following matters.
- Explanation of the status of the financial report audit.
- Explanation of the role, responsibilities, and independence of the auditors.
- Discussion on legislative or regulatory changes.
The certifying accountants engage in comprehensive communication and discussion with independent directors regarding their inquiries.
111.03.30
Pre-Meeting Discussions with the Audit Committee
- Communicate audit conclusions to independent directors and exchange opinions on the following matters.
- Explanation of the financial report audit conclusions.
- Responsibilities of the governance unit.
- Explanation of the role, responsibilities, and independence of the auditors.
The certifying accountants engage in comprehensive communication and discussion with independent directors regarding their inquiries.
111.08.10
Auditing Committee
- The certifying accountants provide explanations and suggestions regarding the process and results of reviewing the second-quarter financial report for the year 2021.
- Review of the certifying accountants' fees and assessment of their professionalism and independence.
The certifying accountants engage in comprehensive communication and discussion with independent directors regarding their inquiries.
111.08.10
Pre-Meeting Discussions with the Audit Committee
- Communicate the inspection conclusion with the independent directors to explain the following contents and exchange opinions.
- An accountant's role, responsibilities and independence explained.
- Financial report review methods and scope, group review, significant accounting policies and significant accounting estimates, significant risks, and key review matters.
The certifying accountants engage in comprehensive communication and discussion with independent directors regarding their inquiries.
Board of Directors
Composition
The committee consists of three members, appointed by the Board of Directors. All members are independent directors. The committee members elect one of the independent directors as the convener and meeting Chair. If the convener is on leave or unable to convene the meeting for any reason, another independent director designated by the convener will act as the convener. If there are no other independent directors, the convener will designate another committee member to act as the convener. If the convener does not designate an agent, the committee members will elect one among themselves to act as the convener.
Current Members
- Chairman: Independent Director, Hsiao Yu Jen
- Members: Independent Directors, Tseng I Hsiung and Hsiao Jei Fu
Responsibilities
- The committee shall faithfully perform the following duties and submit its recommendations to the Board of Directors for discussion:
- Regularly review the organization regulations of the compensation committee and propose amendments.
- Establish and periodically review the performance evaluation standards and the annual and long-term performance goals for the company's directors and managers. Set policies, systems, standards, and structures for their salaries and remuneration, and disclose the content of the performance evaluation standards in the annual report.
- Periodically evaluate the achievement of performance goals by the company's directors and managers. Based on the evaluation results, determine the specific content and amount of individual salaries and remuneration. The annual report should disclose the individual performance evaluation results of directors and managers, the content and amount of their salaries and remuneration, and their correlation and reasonableness with the performance evaluation results, which should also be reported at the shareholders' meeting.
- When performing the above duties, the committee should follow these principles:
- Ensure the company's salary and remuneration arrangements comply with relevant laws and attract outstanding talent.
- Director and manager performance evaluations and salaries should reference industry standards and consider individual performance evaluation results, time invested, responsibilities, achievement of personal goals, performance in other roles, past remuneration for similar positions, and the achievement of short-term and long-term business goals, the company's financial status, and the rationality of the relationship between personal performance and company performance and future risks.
- Do not incentivize directors and managers to pursue salaries and remuneration through activities beyond the company's risk tolerance.
- The proportion of short-term performance bonuses and variable salary payments for directors and senior managers should consider industry characteristics and company business nature.
- The content and amount of salaries and remuneration for directors, supervisors, and managers should be reasonable. Decisions on their salaries and remuneration should not significantly deviate from financial performance. If there is a significant decline in profits or long-term losses, their salaries and remuneration should not exceed the previous year. If they do, the rationale should be disclosed in the annual report and reported at the shareholders' meeting.
- Committee members must not participate in discussions and voting on their own salaries and remuneration.
The term “salaries and remuneration” in the above two items includes cash remuneration, stock options, profit sharing, retirement benefits, severance payments, various allowances, and other substantive incentives. This scope should be consistent with the remuneration items for directors and managers as required in the company's annual report.
If the salaries and remuneration of directors and managers of subsidiaries need to be approved by the company's Board of Directors according to the subsidiary's decision-making process, the committee should first make recommendations before submitting them to the Board of Directors for discussion.
Operational Status
For the committees meeting status, please refer to the Company Annual Reports. The information on company annual report can be found at the “Public Information Observatory’s” website and the Investor Relation section of the company’s official website.
【For detailed information, please refer to Market Observation Post System (TWSE MOPS) (Stock Code: 4195)】
Internal Audit
Composition
The internal audit division of Genomics is a subordinate of the Board of Directors. Please refer to the Organizational Structure on the company website. Qualified and appropriate number of full-time internal auditors are assigned based on the company size, business status, management needs and other relevant laws and regulations.The company's internal auditing division has assigned one full-time auditor.
Method of operation
- The internal auditing activities are conducted based on the company’s “Internal control policy”, “Enforcement regulations of internal audit” and self-inspection procedures.
- The annual auditing plan, implementation status, internal control deficiencies and improvement status of abnormalities, and internal control policy declaration are all developed according to established rules.
- The internal auditing division carries out its tasks according to the auditing plan, which was created based on results of risk assessment and has been approved by the Board of Directors.
- An auditing report is created after the internal auditing activities have been completed. Any deficiencies or abnormalities discovered will be communicated with the relevant divisions for improvement, and are monitored regularly for progress update. The auditing reports and deficiency improvement updates are reviewed and authorized by the President, as well as reviewed by the independent Board of Directors members, and are regularly reported to the Board of Directors meetings.
- The internal auditing division urges the company divisions and subsidiaries to perform regular annual self-inspection on the validity of the internal control policies. The internal auditing division then provides feedbacks to the self-inspection reports from the company divisions and subsidiaries, then compile the inspection results into basis for the internal control policy declaration announced by the Board of Directors and the CEO.
- The auditor participates in annual education and training courses on internal audit.
Operational Status
For the committees meeting status, please refer to the Company Annual Reports. The information on company annual report can be found at the “Public Information Observatory’s” website and the Investor Relation section of the company’s official website.
【For detailed information, please refer to Market Observation Post System (TWSE MOPS) (Stock Code: 4195)】
Important Internal Regulations
Republic of China 112 years
Shareholder Meeting Files
Item
File
Download Files
Please visit the Public Information Observatory website for detailed information.
Enter Stock Code 4195
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