nan liu enterprise co., ltd.
corporate governance information
i. equity structure and shareholders’ rights of the company
the company treats major and minor shareholders equally and encourages them to attend the shareholders' meeting and participate in the election of directors and supervisors or amendments to the company's articles of incorporation. the company also allows shareholders to ask questions or propose properly. in addition, shareholders may instantly and frequently obtain related information on the company via the market observation post system or phone and have the right to share profits.
the company convenes the shareholders' meeting according to the company act and related regulations and formulates rules and procedures for the shareholders' meeting (see meeting handbook of 2015 annual shareholders' meeting). all resolutions are made in accordance with rules and procedures for the shareholders' meeting. the resolutions made in the shareholders' meeting comply with related regulations and the company's articles of incorporation.
the spokesperson or deputy spokesperson is dedicated to processing shareholder proposals or disputes. the company will seek the assistance of legal consultants if necessary.
the company's stock transfer and registrar agency is yuanta securities co., ltd., which helps the company control major shareholders and ultimate controlling shareholders.
the company regularly discloses the pledge, increase/decrease in the company's shares, or major matters that may result in the change in shares for the supervision of shareholders.
the company has established rules for specific companies or groups with related business operations and financial transactions and supervision measures for subsidiaries and disclosed related information on affiliates in accordance with regulations.
the company has set regulations governing prevention of insider trading to prevent insider trading.
ii. composition and responsibilities of the board of directors
three independent directors were established. to achieve diversity of members of the board of directors, the company considers basic conditions, values (including sex, age, nationality, and culture), and professional knowledge and skills (including background, specialty, and industrial experience) to fulfill the goal of ideal corporate governance.
the company has established the salary and remuneration committee in accordance with regulations and laws. other operations of corporate governance are processed by responsible departments. no other committee is established. in the future, the company will evaluate the necessity of establishing other committees.
the salary and remuneration committee shall formulate and regularly review the policy, system, standards, and structure for the performance assessment, salary, and remuneration of directors and managerial officers and shall submit the committee's recommendations to the board meeting for discussion.
the company authorizes cpas from yangtze cpas & co and has avoided matters and persons that directly or indirectly have a conflict of interest to fully adhere to fair, rigorous and honest independence. independent directors regularly evaluate the independence of cpas and report the evaluation to the board of directors.
iii. communication channel with stakeholders
the company sets corresponding contact windows for business administration and operations. stakeholders may obtain related information on the company via the market observation post system or contact us page on the company's website.
iv. professional shareholder services
the company authorizes stock transfer and registrar department, yuanta securities co., ltd. to process the stock transfer and registrar services in accordance with regulations governing handling of stock affairs.
v. information disclosure
the company has set up a website (http://www.nanliugroup.com, including a chinese version and english version), which is connected to the market observation post system. on the website, the investor area discloses the company's finances and corporate governance from time to time.
to improve the transparency of the disclosure of information, the company has set up the sound spokesperson system and a public information system to allow shareholders and stakeholders to fully understand the company's finances and corporate governance.
i. the company has established the employee welfare committee to maintain employee interest. to provide an appropriate window and access for employees to communicate their emotions or worries related to work, the company has set up the proposal system, through which the company may communicate employees' responses to the management and further solve problems. in addition to the proposal system, employees may also orally communicate their emotions or worries to their supervisors or department of human resources.
ii. the company has promoted iso 9001 to fulfill quality management and assurance.
iii. continuing education of directors and supervisors: refer to market observation post system - corporate governance.
iv. in recent years, the company has formulated or amended the regulations in accordance with the instruction of the securities competent authority and uploaded such regulations to the company's website instantly (see the official website - corporate governance).
v. liability insurance has been covered for directors and supervisors.
vi. the company completed the self-assessment in accordance with the taiwan stock exchange corporation second-time evaluation of corporate governance, and the evaluation results were announced on april 11, 2016. for items not complying with the indicator of self-assessment, the company will implement the assessment step by step in accordance with the company's current status and related regulations.