| Evaluation Item | Implementation Status | Deviations from the Sustainable Development Best Practice Principles and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| 1. Has the company established and disclosed its Corporate Governance Best Practice Principles based on the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies"? | V | The Company has established its "Corporate Governance Best Practice Principles" in accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies," and has disclosed the relevant content on the Company website and the Market Observation Post System (MOPS). | No significant difference | |
| 2. Shareholding Structure and Shareholders' Rights (1) Has the company established internal procedures to handle shareholder suggestions, inquiries, disputes, and litigation, and implemented them accordingly? |
V | (1) In addition to using a stock affairs agency, the Company has established a spokesperson and deputy spokesperson system according to internal procedures. Dedicated personnel are assigned to handle investor relations and shareholder suggestions, doubts, disputes, or litigation. The contact information and email for investor relations are also provided on the website. | No significant difference | |
| (2) Does the company maintain a list of major shareholders with actual control and the ultimate controllers of such major shareholders? | V | (2) The Company monitors the shareholdings of directors, managers, and major shareholders with more than 10% ownership. Through the shareholder register, it maintains a list of major shareholders and their ultimate controllers and sustains good interaction with them. | ||
| (3) Has the company established and executed risk control and firewall mechanisms with its affiliated enterprises? | V | (3) The Company has "Procedures for the Supervision and Management of Subsidiaries," which clearly define the duties and responsibilities between the Company and its affiliates. Appropriate firewall mechanisms are established based on risk assessments and are continuously executed and controlled. | ||
| (4) Has the company established internal regulations prohibiting insiders from trading securities using non-public information? | V | (4) In addition to complying with the Securities and Exchange Act, employees, managers, and directors must follow the "Code of Ethical Conduct for Directors and Managers," "Code of Ethical Conduct for Employees," "Procedures for Handling Material Inside Information and Prevention of Insider Trading," and "Ethical Corporate Management Best Practice Principles." Relevant personnel are prohibited from insider trading using non-public information or disclosing it to others. | ||
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3. Composition and Responsibilities of the Board of Directors (1) Has the Board developed a diversity policy, specific management objectives, and implemented them accordingly? |
V | (1) The Company has stipulated a Board diversity policy in its "Corporate Governance Best Practice Principles." Through a rigorous nomination and selection process and considering operational needs, seven directors have been appointed. Among the current seven directors, those who are also employees do not exceed one-third of the board seats. The age distribution is: 3 directors aged 41-50; 1 director aged 51-60; 2 directors aged 61-70; and 1 director aged 71 or above. For implementation details, please refer to page 14 of the Annual Report. | No significant difference | |
| (2) In addition to the Remuneration Committee and Audit Committee required by law, has the company voluntarily established other functional committees? | V | (2) The Company has currently established a Remuneration Committee and an Audit Committee in accordance with regulations. Other functional committees will be established in the future based on business needs. | ||
| (3) Has the company established board performance evaluation measures and methods, conducted evaluations annually, reported results to the Board, and used them as a reference for remuneration and nomination? | V |
(3) On 2020.01.09, the Board approved the revision of the "Board Performance Evaluation Measures," renamed to "Performance Evaluation Measures for the Board of Directors and Functional Committees." Evaluation methods and results for 2024 are as follows: Overall Board Performance: Evaluated based on participation in company operations, decision-making quality, board composition, selection/training of directors, and internal control. The score was 96, indicating sound operations aligning with corporate governance spirits. Individual Board Member Performance: Self-evaluated based on grasp of goals, awareness of duties, participation, relationship management, professional training, and internal control. The average score was 95.16, showing positive evaluations of efficiency and effectiveness. The results were reported to the Board on 2025.03.04. The Company will continue evaluations and consider using them for individual remuneration and renomination references. |
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| (4) Does the company periodically evaluate the independence of the certifying CPA? | V |
(4) Pursuant to Ethics Bulletin No. 10, Article 47 of the Certified Public Accountant Act, and Article 29 of the Corporate Governance Best Practice Principles, the Company evaluates CPA independence annually using an "Independence Evaluation Table." The CPA provides an independence statement for review by the Audit Committee and the Board. The 2024 evaluation was approved by the Audit Committee and the Board on 2025.03.04. Please refer to Note 1 for details. |
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| 4. Does the company appoint a sufficient number of competent corporate governance personnel and designate a head of corporate governance to be responsible for corporate governance matters? | V |
The Company has designated the General Manager's Office as the unit responsible for corporate governance, supervised by the Corporate Governance Officer. Primary duties include: 1. Assisting Board meetings (agendas, notices 7 days prior, materials, minutes within 20 days, and reminding of interest recusal). 2. Publishing material information after Board and Shareholders' meetings to ensure transparency. 3. Handling shareholder meeting logistics, including notices and handbooks. 4. Managing corporate registration changes. 5. Conducting Board and functional committee performance evaluations. 6. Managing D&O liability insurance. 7. Providing directors with training information. 8. Providing legal updates regarding corporate governance. 9. Reviewing corporate governance evaluation indicators and proposing improvements. |
No significant difference | |
| 5. Has the company established communication channels with stakeholders and set up a stakeholders' section on the website to respond to ESG issues? | V |
The Company has a stakeholders' section and investor relations contact window on its website (www.mospec.com.tw) to address Corporate Social Responsibility (CSR) issues. Communication channels include: 1. Investors: Transparent disclosure via the spokesperson system and shareholders' meetings. 2. Customers: Consultation and assistance provided by the sales department. 3. Suppliers: Communication via the procurement department. 4. Employees: Grievance channels for feedback on company operations and benefits. |
No significant difference | |
| 6. Has the company appointed a professional stock affairs agency to handle shareholder meeting matters? | V | The Company has appointed the Stock Affairs Department of President Securities Corp. to handle shareholder meeting matters. | No significant difference | |
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7. Information Disclosure (1) Does the company maintain a website to disclose financial, business, and corporate governance information? |
V | (1) The Company has established a website (www.mospec.com.tw) to disclose financial, business, and corporate governance information. | No significant difference | |
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(2) Does the company use other disclosure methods (e.g., English website, dedicated personnel, spokesperson system, posting investor conference materials)? |
V | (2) The Company implements a spokesperson system and has an investor relations section on its website, disclosing financial data, investor conference materials (including video), and corporate governance information. | ||
| (3) Does the company announce and file its annual financial report within two months after the end of the fiscal year, and its quarterly reports and monthly operating results before the deadline? | V |
(3) The 2024 annual financial report was approved by the Board on 2025.03.04 and filed within the regulatory deadline. Quarterly reports for 2024 and monthly operating results were all announced and filed within regulatory deadlines. |
Filed within regulatory deadlines | |
| 8. Other information helpful in understanding corporate governance operations (e.g., employee rights, investor relations, supplier relations, stakeholders' rights, director training, risk management policy, and D&O insurance)? | V |
1. Employee Rights: Employee Welfare Committee established; training encouraged; regular labor-management meetings held. 2. Employee Care: Communication channels established; Management Dept. monitors attendance and providing assistance as needed. 3. Investor Relations: Annual shareholders' meetings provide opportunities for proposals; communication via phone/email; spokesperson system in place. 4. Supplier Relations: Maintains smooth communication with banks, employees, customers, and suppliers. 5. Stakeholders' Rights: Spokesperson system directly communicates with stakeholders to maintain their legal rights. 6. Director Training: Please refer to Note 3. 7. Risk Management: Internal regulations established for risk assessment and management. 8. Customer Policy: Proactive attitude to maintain good customer relationships. 9. D&O Liability Insurance: Renewed and reported to the Board on 2024.08.06. 10. Training of Officers: Please refer to Note 2. 11. Prevention of Insider Trading: Established "Procedures for Handling Material Inside Information," conducts annual training for directors/managers, and quarterly shareholding compliance reminders. |
No significant difference | |
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9. Please explain improvements based on the latest Corporate Governance Evaluation results by the TWSE Corporate Governance Center, and provide priority measures for items not yet improved. (Not applicable to companies not yet evaluated) 1. The Company has established an Audit Committee to strengthen corporate governance. 2. The Company uploads relevant Chinese and English information before shareholder meetings to facilitate timely access to financial information for shareholders and stakeholders. |
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