Corporate governance structure

Item Evaluated

Operational Situation (Note)

Deviations from “The Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons

Yes

No

Abstract Description

1. Has the company established and does it disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Practice Principles for TWSE/TPEx Listed Companies?”

√

 

The Company has formulated the "Corporate Governance Code" on 29 September 2020, and most recently amended it on 21 March 2023, which is disclosed on the websites of Market Observation Post System and the Company.

No differences
2. Shareholding Structure & Shareholders’ Rights
(1) Has the company established an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement it based on the procedure? √  
  1. The Company has appointed a stock agency in Taiwan to handle stock matters and set up a dedicated stock unit.
  2. The Company has spokespersons and acting spokespersons, all of whom deal with shareholders' suggestions, doubts, disputes and lawsuits in accordance with the operating procedures.: Website http://www.ikka.com.tw→Investors→Shaeholder
 No differences
(2) Does the company possess the list of its major shareholders as well as the ultimate owners of those shares? √   The Company possesses the list of its major shareholders as well as the ultimate owners of those shares. No differences
(3) Has the company established and does it execute the risk management and firewall system within its conglomerate structure? √   The Company has established relevant control mechanisms within its internal regulations and internal control systems in accordance with laws and regulations (including “Rules for Regulating Related Party Transactions”). No differences
(4) Has the company established internal rules against insiders trading with undisclosed information? √   On March 25, 2019, the Company passed the resolution of the board of directors and formulated the "Internal Significant Information Processing and Prevention of Insider Trading Operation Procedures", which clearly stipulated that the Company's personnel should abide by the provisions of the Securities and Exchange Act, and should not use the unpublished information that they know. Engage in insider trading, and shall not disclose it to others to prevent others from using the undisclosed information to engage in insider trading, and increase the reporting mechanism to achieve its effect. No differences
3. Composition and Responsibilities of the Board of Directors
(1) Does the Board develop, manage and implement a diversified policy? √  
  1. The composition of the board of directors of the Company is based on the consideration of its own operation, operation type and business development needs. It is composed of people with industrial background, business management expertise, and financial accounting expertise.
  2. Please refer to of this manual for the description of the diversity and independence of the Board of Directors of the Company.
 No differences
(2) Has the company voluntarily established other functional committees in addition to the Remuneration Committee and the Audit Committee?   √ On 8 May 2024, the Company established the "Sustainable Development Committee" by the Director Committee Resolution, which will be gradually implemented in accordance with the annual plan. No differences
(3) Has the company established a standard to measure the performance of the Board, and has it been implemented annually? Are the implemented results reported to the Board, and used as a reference for individual directors’ compensation and nomination renewal? √   On 29 September 2020, the Company's Director meeting passed the establishment of the Director meeting performance evaluation method. This year, the evaluation results have been submitted to the Director meeting on 16 January 2024, and the deliberating unit is responsible for reviewing and improving plans for those who do not meet the optimal score, and the evaluation results have been placed on the Company's website.
According to Article 3 of the Company's Director Committee Performance Evaluation Regulations, the performance evaluation of the Company's Director Committee shall be conducted by an external professional independent organisation or a team of external experts and scholars at least once every three years.		 No differences
(4) Does the company regularly evaluate the independence of CPAs? √   The Company evaluates the independence and competence of the certified public accountants, which is attached with the accountant's statement, the certified public accountant's review and evaluation form, and refers to the “Independent Director and Audit Committee Guidelines for the Exercise of Powers” and audit quality indicators (AQIs) of the Taiwan Corporate Governance Association, which were submitted to the Audit Committee Resolution for approval on 7 November 2023, and submitted to the Director meeting Resolution for approval on 7 November 2023.
The CPA review and evaluation form evaluates the item in the following three aspects:
  1. Independence assessment (13 items, 42%).
  2. Suitability assessment (9 items, accounting for 29%).
  3. Evaluation results of the performance evaluation of audit work (9 questions in total, 29%).
Evaluation results:
The 2023 financial report appoints PwC Taiwan Man-Yu Juanlu accountant and Tsai, I-Tai accountant to verify, after evaluation, both accountants meet the company's independence and suitability standards, and there is no violation of independence, and are sufficient to serve as the company's visa accountant.		 No differences
4. Does the company have an adequate number of corporate governance personnel with appropriate qualifications, and has a Chief Corporate Governance Officer been appointed to be in charge of corporate governance affairs (including but not limited to providing information for directors to perform their functions, assisting directors with legal compliance, handling matters relating to board meetings and shareholders meetings according to laws, producing minutes of board meetings, and shareholders meetings)?   √
  1. On 8 May 2023, the Company’s Director meeting passed the motion that Mr. General Manager Chao-Yu Yang, the Taiwan branch concurrently serves as the Corporate Governance Officer, responsible for providing Director with the information required for business execution, handling matters related to Director meetings and shareholders’ meetings in accordance with the law, handling company registration and change registration, and preparing the minutes of Director meetings and shareholders’ meetings. The latest annual training situation is as follows:
    Date of Studies Organiser Course Title Training hours
    2023/5/22 Taiwan Stock Exchange Corporation Sustainable Development Action Plan Promotion Conference for Listed Companies 3
    2023/6/2 Securities and Futures Institute (SFI) 2023 Insider Trading Prevention Promotion Conference 3
    2023/7/21 Taiwan Investors Relations Institute How Companies Respond to ESG Challenges and Create Transformation Opportunities 3
    2024/3/21 Securities and Futures Institute (SFI) How to Achieve CTCI Functions of the Functional Committees of the Director 3
    2024/3/21 Securities and Futures Institute (SFI) How to supervise the company to establish and promote a sound risk management system 3
    2024/3/22 Securities and Futures Institute (SFI) Balanced financial management for all-the financial management method that each individual receives 3
No differences

5. Has the company established a communication channel and built a designated section on its website for stakeholders (including but not limited to shareholders, employees, customers, and suppliers), responded appropriately to stakeholders on corporate social responsibility issues?

√

 

The company's website has a special page for stakeholders in the special area of sustainable development, and has a special E-mail response function, and the company also has a spokesperson and agency spokesperson system. Stakeholders can establish communication channels with the spokesperson through the company's network, telephone and fax, and keep abreast of information to maintain the legal Equity of both parties.
In order to ensure that "stakeholders" (including employees, customers, suppliers, shareholders, investors and correspondent banks) and other stakeholders have direct and smooth communication channels to respect and maintain their due legal Equity, the reporting platform, the Audit Committee composed of Independent Director, serves as the unit for receiving suggestions and complaints from stakeholders, and the Independent Director mailbox is disclosed on the company's website. Website link: Stakeholder area (ikka.com.tw)

No differences

6. Has the company appointed a professional shareholder service agency to deal with shareholder affairs?

√

 

The Company entrusts a professional organization - the agency department of China Trust Commercial Bank to handle the affairs of the shareholders' meeting and various stock affairs matters.

No differences
7. Information Disclosure
(1) Does the company have a corporate website to disclose both financial standings and the status of corporate governance? √   The Company has a website at: www.ikka.com.tw
Disclosures related to the Company's financial, business and corporate governance information Items are disclosed in the public information observatory and the Company in accordance with the regulations website.		 No differences
(2) Does the company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)? √   The Company's website has been set up with Chinese, English and Japanese websites (www.ikka.com.tw), and the Company's financial, business-related information and corporate governance information has been set up, and dedicated personnel have been designated to be responsible for the collection and disclosure of company information, and the Company has established a spokesperson and acting spokesperson system, and the information of the legal person briefing is placed on the Company's website for investors to check. No differences
(3) Does the company announce the annual financial report within 2 months after the end of the fiscal year, and announce the Q1, Q2, Q3 financial reports and monthly operation status before the deadlines?   √ The Company currently does not announce the financial report in advance. In the future, it will be evaluated according to actual needs or legal regulations. The Company's financial reports are all announced within the specified time limit. Whether to announce and report in advance will be evaluated separately.
8. Is there any other important information to facilitate a better understanding of the company’s corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors)?   √ Described as follows No differences
(1) In the spirit of abiding by laws and regulations and attaching importance to corporate governance, the Company will continue to operate in a sustainable and practical manner. At present, other governance situations of the Company are as follows:
A. Operational performance:
In order to implement corporate governance, in addition to establishing an effective internal control system and implementing self-inspection operations, the Company has elected independent directors at the general meeting of shareholders on March 20, 2020, introduced an independent director system, and relied on the professional experience of independent directors. , to increase the practical experience of the management team, and to formulate "rules of procedure for the board of directors" to strengthen the functions of the board of directors, and in order to protect the rights and interests of shareholders and improve information transparency, the Company has set up a spokesperson and proxy spokesperson system to disclose all major company information in a timely manner. A special person is responsible for handling the communication with shareholders. On the other hand, the Company has established a public information reporting operation in accordance with relevant regulations, so that shareholders and stakeholders can fully understand the Company's financial business status and the implementation of corporate governance.
The Company is engaged in the development of auto parts manufacturing as its main operation, and expands marketing channels through reinvestment business. Through the introduction of ISO14001 and IATF16949 quality management systems in each subsidiary, the Company continues to strengthen product quality, thereby achieving stable growth in revenue and profitability. and strive to create value for shareholders.
B. Environmental protection:
In the heart of caring for the earth, fulfilling the social responsibility of environmental protection and energy saving, and adhering to the concept of actively reducing environmental pollution, to ensure that environmental performance can comply with environmental protection laws and regulations and commitment to continuous improvement and pollution prevention. At the same time, the Company also implements resource recycling and classification, and does its best to maintain the earth's environment, so as to achieve the sustainable operation of the enterprise, the earth will continue to thrive, and create a win-win situation for economic development and environmental protection.
C. Employee rights and employee care:
Employee Equity and employee care: Please refer to the labour relations in this annual report.
D. Investor Relations:
In order to ensure that shareholders have the right to fully know, participate in and make decisions on major issues of the Company, in addition to sending a notice of meeting to shareholders before the shareholders' meeting, the Company also has the positions of spokesperson and acting spokesperson to serve as the Company and shareholders, investment Channels for communication between people and stakeholders. The Company has also set up a company website to introduce the Company's products and business content for the public to understand the Company's status.
E. Supplier relationship:
The Company has maintained a long-term good cooperative relationship with its suppliers.
F. Rights of interested parties:
The Company and its stakeholders and banks, etc., perform their rights and obligations in accordance with the contract and related operational provisions to safeguard the legitimate rights and interests of both parties. The Company also provides sufficient information to the correspondent banks so that they can understand the Company's operations and financial status. The communication with stakeholders was reported to the Director meeting on 16 January 2024.
G. The training of directors:
The directors of the Company are all in accordance with the "Key Points and Regulations for the Training of Listed and OTC Directors and Supervisors", and take courses such as securities laws and regulations and corporate governance.
H. Implementation of risk management policies and risk measurement standards:
The Company's risk management policies and measurement standards are implemented through the following risk management organization tables to achieve their effectiveness.
Important risk items Direct response to risk Risk Assessment and Control Board and Audit Department
First Mechanism Second Mechanism Third Mechanism
1. Interest Rate and financial risk Finance Department Finance Department
General Manager
Chief of Strategy		 Audit Department: risk assessment, control, and follow up
Board: final decisions on risk assessment and control.
2. High-risk and high-leverage investment, capital loan to others, derivative commodity trading, financial wealth management investment
3. Investment, reinvestment and acquisition
4. Policy and legal change Administrative Department Administrative Department
General Manager
Chief of Strategy
5. Litigation and legal
6. Corporate reputation
7. Share transfer of directors and major shareholder Administrative Department and Share Registrar
8. Change of ownership
9. Environmental health and safety Administrative Department
10. Industrial change Business Department Business Department
General Manager
Chief Strategy Officer
I. Implementation of customer policy:
The Company maintains a stable and good relationship with customers, adheres to the quality policy of "improving operation, continuous improvement, and customer satisfaction", and has become an industry giant that combines product yield, continuous improvement, and accuracy and precision, providing value-for-money products that meet customer needs. High-quality products to create company profits.
J. The Company purchases liability insurance for directors:
The Company has adopted the resolution of the board of directors on August 09, 2023 to renew the director's liability insurance, and completed the underwriting operation. The insurance period is from September 1, 2023 to August 31, 2024, in order to reduce and disperse directors due to mistakes or mistakes. Risk of significant damage to shareholders due to negligent conduct.
K. Personnel related to transparency of financial information have obtained relevant certificates:
1 person with the certificate of qualified stock personnel of the Securities Foundation.
L. Managers participate in corporate governance related training and training:
No. Type Training Content Organiser Course Title Date of Studies Hours Name Job Title
1 External Training Corporate Governance Taiwan Investors Relations Institute How to Innovate and Break through Profitability in the Era of Digital Economy 2023.07.31 3 Hu, Hsiang-Chi Chairman
2 External Training Corporate Governance Taiwan Investors Relations Institute Controlled Foreign Corporation (CFC) & Global Anti-Tax Avoidance 2023.08.17 3
3 External Training Corporate Governance Securities and Futures Institute (SFI) 2023 Insider Trading Prevention Promotion Conference 2023.06.02 3 MASAMI OBARA General Manager
4 External Training Corporate Governance Securities and Futures Institute (SFI) Advanced Seminar on Director and Supervisors (including Independent) and Corporate Governance Executives-Securities and Exchange Act Analysis of Common Illegal Cases 2023.09.20 3
5 External Training Corporate Governance Taiwan Stock Exchange Corporation Sustainable Development Action Plan Promotion Conference for Listed Companies 2023.05.22 3 Chao-Yu Yang General Manager of Taiwan branch and the Corporate Governance Officer
6 External Training Corporate Governance Securities and Futures Institute (SFI) 2023 Insider Trading Prevention Promotion Conference 2023.06.02 3
7 External Training Corporate Governance Taiwan Investors Relations Institute How Companies Respond to ESG Challenges and Create Transformation Opportunities 2023.07.21 3
8 External Training Corporate Governance Securities and Futures Institute (SFI) Courses for Directors, Supervisors and Corporate Governance Executives – How to Achieve CTCI Functions of the Functional Committees of Director 2024.03.21 3
9 External Training Corporate Governance Securities and Futures Institute (SFI) Courses for Directors, Supervisors, and Corporate Governance Officers-How Directors and Supervisors Oversee the Company's Establishment and Implementation of a Sound Risk Management System 2024.03.22 3
10 External Training Corporate Governance Securities and Futures Institute (SFI) A series of courses for directors, supervisors, and corporate governance supervisors-Balance financial management for all-the financial methods each person obtains 2024.03.22 3
11 External Training Corporate Governance Accounting Research and Development Foundation Continuing Education Course for Issuer Securities Firms and Stock Exchanges Chief Accounting Officer 2023.11.02-2023.11.03 12 Shuo-Yen Chiang Chief Financial Officer
12 Chief Financial Officer Corporate Governance The Institute of Internal Auditors -Chinese Taiwan Matters needing attention and practical analysis of "Shareholders' Meeting" and "Company Act" 2023.03.23 6 Peng, Lien-Chu

 Chief Auditor
13 External Training Corporate Governance Accounting Research and Development Foundation Common Deficiencies in "Financial Statement Review" and Analysis of Important Internal Control Regulations and Practises 2023.11.27 6
14 External Training Corporate Governance Accounting Research and Development Foundation The latest "Establishment of Internal Control System Rules for Handling" Amend the internal audit and internal control legal compliance practises related to financial preparation 2024.04.11 6
9. Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released by the Corporate Governance Centre, Taiwan Stock Exchange Corporation, and provide the priority enhancement measures. (Not required if the Company is not one of the evaluated companies): The Company was listed on the Taiwan Stock Exchange (TWSE) in May 2021, and participated in the second corporate governance evaluation in 2023. The listed company's 2023 corporate governance evaluation results are 66% ~ 80%. In the future, we will continue to improve the item that has not been scored.
item is expected to be achieved and improved in 2024:
A. Indicator 1.3: Audit Committee convener attended the shareholders' meeting in person.
B. Indicator 1.7: Upload the shareholders meeting handbook and supplementary information 30 days before the shareholders meeting.
C. Indicator 2.14: The Director Committee Resolution has set up a Sustainable Development Committee, with more than half of the members being Independent Director.
D. Indicator 2.17: Director will refer to the audit quality indicator (AQIU) to evaluate the independence and suitability of the certified public accountant, and disclose the evaluation procedures in detail in the annual report.
E. Indicator 2.30: one of the Company’s internal auditors is qualified for the CPA examination and certificate.
F. Indicator 3.5: Upload the English version of the annual financial report 16 days before the regular shareholders' meeting.