Corporate Governance Overview
Company philosophy
Prime Electronics Co., Ltd. adheres to the concept of sustainable management, and is committed to technological innovation and product development with a professional and innovative spirit.
"One hundred quality, customer first". At the same time, the company has established a strong and active management team with the concept of sustainable development and profit sharing,
Treat all stakeholders with integrity, build a complete community with employees, shareholders, customers and the supply chain, and constantly pursue better
Contribute to high quality of life and environmental maintenance, and fulfill social responsibilities.
The company actively promotes corporate governance. The specific achievements include the appointment of independent directors, the establishment of the "Remuneration Committee" and the "Audit Committee".
As the disclosure of information is transparent and in line with the principles of completeness, real-time, and fairness, in addition to complying with the regulations of the competent authority, the reporting items should be announced and announced at the
Financial statements, annual reports, and important information are announced on the public information observatory, and at the same time on the corporate website
( http://www.pesi.com.tw/ ), and relevant information can also be queried for reference by domestic and foreign investors..
The operation of corporate governance and its differences from the Code of Practice for Corporate Governance of Listed OTC Companies and the reasons:
1. Corporate Governance Operation：
2. The company's directors, supervisors, managers, financial supervisors and audit supervisors and other personnel related to the transparency of financial information participate irregularly.
Corporate governance-related advanced training and training courses, relevant information has been disclosed in the "Corporate Governance Zone of the Public Information Observatory"
（http://mops.twse.com.tw/）, and provide opinions on the proposals when attending the board of directors. The details of the training are as follows：
(1) Training status of directors, supervisors and managers
(2) Training status of staffs related to financial information transparency
(3) Certificate and license acquiring status of staffs related to financial information transparency：
The company's financial and audit personnel continue to study in accordance with regulations every year, and participate in corporate finance and internal control organized by the SFC
Take the basic ability test and obtain the course completion certificate organized by SSE Foundation.
Board of Directors Important Proposal Information
Important resolutions of the board of directors
Relevant information of the board of directors over the years … more
more
Board of Directors and Independent Director Election Information
Board of Directors
According to the Articles of Association, the company shall have seven to nine directors with a term of three years and may be re-elected.
The company's board of directors currently has seven seats, of which three are independent directors.
The chairman of the company is elected by the board of directors.
The chairman of the company is the chairman of the board internally and represents the company externally.
Information about the members of the board of directors, their resumes and the selection of independent directors is as follows:
1.Board members and resume information
2.Information on Election of Independent Directors
※ Click the link on the right http://mops.twse.com.tw/mops/web/t146sb10
And enter the company code 6152, you can query the following information by year:
1.Prime Electronics & Satellitics Inc. accepts the nomination announcement of independent director candidates
2. Announcement on the list of nominees for independent directors of the 2018 Annual General Meeting of Shareholders of Prime Electronics & Satellitics Inc.
3. Announcement on the List of Independent Director Candidates for the22018 Annual General Meeting of Shareholders of Baiyi Electronics Co., Ltd.
4. Announcement on the Election of Independent Director Candidates at the 2018 Annual General Meeting of Shareholders ofPrime Electronics & Satellitics Inc.
(Legal basis: Article 172-1, Article 192-1 and Article 216-1 of the Company Law)
Functional Committee
The members of the remuneration committee of the company hired three independent directors, namely Mr. Xu Shihan, Mr. Zhang Yijie and Mr. Wu Zongyou, and the independent director Xu Shihan served as the director.
Chairman, all three members have voting rights. For the actual operation of this committee, please refer to the company's annual report and website.
Remuneration Committee
The Audit Committee
Internal Audit
Internal Audit Organization:
The company's internal audit is an independent unit directly under the board of directors; in addition to reporting at regular board meetings, it will immediately report to the chairman, supervisor and general manager when necessary to implement the spirit of corporate governance.
The company's internal audit rules clearly stipulate the internal control of the internal audit and review of the company's operating procedures, and report whether the design of such controls and routine practice are appropriate, so as to achieve the purpose of the internal control system; the internal control system and audit scope include all aspects of the company. Operations and subsidiaries of the Company.
The audit work is mainly carried out in accordance with the audit plan approved by the board of directors, which is drawn up based on the identified risks. The audit execution business provides the management with the status of the internal control function operation, and at the same time provides the management with a timely understanding of the existing or potential lack of internal control. The internal audit will issue a written audit report after the implementation of the audit plan and review, and regularly submit it to the supervisor for inspection.
The company's internal audit department is staffed as independent full-time auditors, who continue to study for more than 6 hours a year in accordance with regulations, and participate in the corporate finance and internal control basic ability test held by the SFC, and obtain the course completion certificate held by the SFC . There are two full-time internal audit supervisors and internal auditors in total. The internal audit unit of the company is responsible for the supervision of the audit business of the parent and subsidiary companies.
Internal Audit Related Information
Click the link below and enter the company code 6152 to check the announcement of the internal control statement by year/month:
http://mops.twse.com.tw/mops/web/t146sb10
Important Internal Regulations
Visa Accountant Independence Assessment
Communication between independent directors, internal audit supervisors and accountants
1. Communication between independent directors, internal audit supervisors and accountants:
(1) The communication policy between independent directors, accountants and internal audit supervisors of the company:
A.獨立董事與會計師至少每年二次定期會議，會計師就本公司財務狀況、海內外子公司財務及整體運 作情形及內控查核情形向獨立董事報告，並針對有無重大調整分錄或法令修訂有無影響帳列情形充 分溝通，若遇重大異常事項時得臨時召集會議。
B.獨立董事評估會計師獨立性並提董事會審核後委任會計師審核本公司財務報表，並出具查核意見書 報告審計委員會與董事會參酌。
C.內部稽核主管與獨立董事至少每季一次定期會議，就本公司內部稽核報行狀況及內控運作情形提出 報告，若遇重大異常事項時得臨時召集會議。稽核室每月依「公開發行公司建立內部控制制度處理 準則第15 條」規定執行，稽核報告及追蹤報告於呈核後，於稽核項目完成之次月底前交付審計委員 會之各獨立董事查閱。本公司內部稽核主管定期與審計委員會委員溝通稽核報告結果，若有特殊狀 況時，亦會即時向審計委員會報告。
（2）獨立董事與會計師及內部稽核主管之溝通情形：
（3）獨立董事與會計師溝通情形摘要：
（4）獨立董事與內部稽核主管之溝通情形：
Note 1: The term of office is from August 12, 2021 to August 11, 2024.
Note 2: The method of listing is the actual number of (list) seats / the number of (list) seats that should be given (row) during the tenure
Note 3: Director Xu Shihan served as the convener and chairman of the company's audit committee on August 12, 2021.
Note 4: Director Zhang Yijie assumed the position of independent director of the company on August 12, 2021, and director Wu Zongyou assumed the position of independent director of the company on August 12, 2021.
獨立董事職務。
Corporate Governance Overview
Company philosophy
PRIME Electronics Co., Ltd. adheres to the concept of sustainable management, and is committed to technological innovation and product development with a professional and innovative spirit.
"One hundred quality, customer first". At the same time, the company has established a strong and active management team with the concept of sustainable development and profit sharing,
Treat all stakeholders with integrity, build a complete community with employees, shareholders, customers and the supply chain, and constantly pursue better
Contribute to high quality of life and environmental maintenance, and fulfill social responsibilities.
The company actively promotes corporate governance. The specific achievementsinclude the appointment of independent directors, the establishment of the "Remuneration Committee" and the "Audit Committee".
As the disclosure of information is transparent and in line with the principles of completeness, real-time, and fairness, in addition to complying with the regulations of the competent authority, the reporting items should be announced and announced at the Financial statements, annual reports, and important information are announced on the public information observatory, and at the same time on the corporate website
Financial statements, annual reports, and important information are announced on the public information observatory, and at the same time on the corporate website
( http://www.pesi.com.tw/ ), and relevant information can also be queried for reference by domestic and foreign investors..
The operation of corporate governance and its differences from the Code of Practice for Corporate Governance of Listed OTC Companies and the reasons: