Corporate
Social
Responsibility

Practice

Implementation of Corporate Governance Unit

Pou Chen appoints full (part)-time personnel who handle corporate governance related affairs and are supervised by a senior manager with years of financial supervisory experience and accountant qualifications. The corporate governance supervisor will attend at least 12 hours of corporate governance courses each year.

The duties of corporate governance personnel are as follows:
(1) Furnishing information required for business execution by Directors and assisting Directors with legal compliance.
(2) Handling matters relating to shareholders' meetings, Board meetings and meetings of associated committees according to
      laws.
(3) Assisting with the promotion and strengthening of corporate governance.

Business Execution Status & Advanced Study Status of Chief Corporate Governance Officer

Implementation of Ethical Corporate Management

Implementation of Ethical Corporate Management

Information regarding the Company’s Professional Fees
Accounting Firm Name of the CPA Audit Fees Non-Audit Fees CPA’s Audit Period Notes
Design of the System Business Registration Human Resources Others Sub-Total
Deloitte & Touche Wu, Ker-Chang
Hong, Kuo-Tyan
11,210 0 0 0 100 100 2018 Q1~Q3 Quarterly Financial Reports and 2018 Annual Financial Report Non-Audit Fees are charged for CPA’s fairness opinion of the price of the transaction
Communication between the Independent Directors, the head of internal auditors, and Certified Public Accountants (CPAs)

The Company’s Audit Committee which is entirely composed of independent directors shall convene a meeting at least once a quarter, and may call a meeting whenever deemed necessary.

Communication between the Company’s head of internal auditors and the Audit Committee:
(1) The monthly audit report based on the audit plan shall be submitted to each independent director through email or in
      person by the end of the following month.
(2) The quarterly audit report shall be submitted to the Audit Committee periodically.
(3) Occasionally conduct communication and provide instruction and response by telephone, email, or in person.
(4) Immediately report to the members of the Audit Committee any material matters.

Communication between the Company’s CPAs and the Audit Committee:
(1) The Company’s CPAs provide opinions/explanations to and discuss any additional matters with the Audit Committee in  
      accordance with laws and regulations.
(2) The Audit Committee and CPAs can employ different communication channels (telephone, email, and in person) to conduct
      discussions on the findings and results of financial statements for the current period.
(3) A meeting may be convened if communication of significant opinions is deemed necessary.

Communication between the Company’s independent directors, the head of internal auditors, and CPAs works smoothly.
The major matters of these communications in 2019 are summarized as follows.

Date Communication Method Party Communicated Matters Communicated Results
2019.03.25 Audit Committee Meeting CPAs The impact of the initial adoption of IFRS 16 “Leases” on the Company. After thorough communication and discussion, submitted to the Board.
The Head of internal auditors Assessment of the effectiveness of the Internal control system. After thorough communication and discussion, the Audit Committee approved the effectiveness assessment of 2018 internal control system.
2019.11.14 Audit Committee Meeting CPAs Explained the independence of the Company’s CPAs and audit team members. After thorough communication and discussion, the Audit Committee approved the independence assessment and appointment of CPAs, and submitted to the board for approval.
2019.12.24 Audit Committee Meeting CPAs

Explained the independence of new engaged CPA.

After thorough communication and discussion, the Audit Committee approved the independence assessment and appointment of new engaged CPA, and submitted to the board for approval.
The head of internal auditors Submitted the internal audit plan for 2020 After thorough communication and discussion, the Audit Committee approved the plan, and submitted to the Board for approval.
Discussed the amendments to the Company's "Internal Control System" and "Internal Auditing Implementation Regulations" After thorough communication and discussion, the Audit Committee approved the amendments, and submitted to the Board for approval.