Board of DirectorsBoard of Directors
Starting from 2018, HFC has adopted the candidate nomination system for the election of directors. The shareholders' meeting shall elect directors from the list of candidates for a term of three years according to the Company Act. HFC has established the "Corporate Governance Best Practice Principles" to stipulate a diversity policy for the composition of the Board of Directors and the "Rules Governing the Scope of Powers of Independent Directors", which clearly regulate the number of independent directors attending the Board of Directors' meetings, matters to be resolved at the Board of Directors' meetings, the exercise of their powers and duties, and their continuing education, to enable independent directors to perform their duties effectively.Starting from 2018, HFC has adopted the candidate nomination system for the election of directors. The shareholders' meeting shall elect directors from the list of candidates for a term of three years according to the Company Act. HFC has established the "Corporate Governance Best Practice Principles" to stipulate a diversity policy for the composition of the Board of Directors and the "Rules Governing the Scope of Powers of Independent Directors", which clearly regulate the number of independent directors attending the Board of Directors' meetings, matters to be resolved at the Board of Directors' meetings, the exercise of their powers and duties, and their continuing education, to enable independent directors to perform their duties effectively.
In 2022, nine board meetings were held, and the percentage of attendance in person of directors reached 90%. The directors actively participated in the meetings and fully discussed the matters presented. The directors shall adhere to the spirit of self-discipline and recuse themselves from any discussion or voting on any matters that may be harmful to the Company’s interests because there are conflicts of interest with the directors themselves or the legal entities they represent in accordance with the "Procedure for Board of Directors' Meetings." Important resolutions adopted by the Board of Directors are disclosed on the official website as per the principles of integrity, openness, and transparency.In 2022, nine board meetings were held, and the percentage of attendance in person of directors reached 90%. The directors actively participated in the meetings and fully discussed the matters presented. The directors shall adhere to the spirit of self-discipline and recuse themselves from any discussion or voting on any matters that may be harmful to the Company’s interests because there are conflicts of interest with the directors themselves or the legal entities they represent in accordance with the "Procedure for Board of Directors' Meetings." Important resolutions adopted by the Board of Directors are disclosed on the official website as per the principles of integrity, openness, and transparency.
Board of Directors Performance EvaluationBoard of Directors Performance Evaluation
To improve the performance of the Board of Directors, HFC has formulated the Board of Directors' Performance Evaluation Measures, conducts the board performance evaluation at the end of December per year, and conducts an external evaluation at least once every three years. In 2021, we appointed the Taiwan Institute of Ethical Business to conduct performance evaluations of the board and functional committees, with a focus on the board's decision-making efficiency, professional competencies, internal control, sustainable development, and social responsibilities, while evaluating the performance of the board and functional committees by means of questionnaires and on-site interviews in terms of the composition and selection of functional ommittees, internal control, participation in business operations, awareness of responsibilities, and quality of decision-making. The overall evaluation results showed that the board was functioning well and the suggestions have been included in improvements.To improve the performance of the Board of Directors, HFC has formulated the Board of Directors' Performance Evaluation Measures, conducts the board performance evaluation at the end of December per year, and conducts an external evaluation at least once every three years. In 2021, we appointed the Taiwan Institute of Ethical Business to conduct performance evaluations of the board and functional committees, with a focus on the board's decision-making efficiency, professional competencies, internal control, sustainable development, and social responsibilities, while evaluating the performance of the board and functional committees by means of questionnaires and on-site interviews in terms of the composition and selection of functional ommittees, internal control, participation in business operations, awareness of responsibilities, and quality of decision-making. The overall evaluation results showed that the board was functioning well and the suggestions have been included in improvements.
Evaluation item | |
Board of Directors | Board member |
1. The degree of participation in the Company's operations 2. Improvement to the quality of the Board of Directors' decision-making 3. Composition and structure of the Board of Directors 4. Election and continuing education of directors 5. Internal control | 1. Alignment with the Company's objectives and tasks 2. Perception of directors’ responsibilities 3. The degree of participation in the Company's operations 4. Internal relationship management and communication 5. Professionalism and continuing education of directors 6. Internal control |
| Evaluation results and items to be improved: The evaluation results showed that the performance was excellent, and the overall operations are in good condition. | |
Audit CommitteeAudit Committee
A total of 9 meetings were held in 2022 Attendance in person reaching 80%.A total of 9 meetings were held in 2022 Attendance in person reaching 80%.
In order to strengthen the functions of the Board of Directors and the Company's internal control mechanism, and to assist the Board of Directors in carrying out its duty and authority to supervise the effective execution of the functions of the Company in compliance with the Company Act, the Securities and Exchange Act, and other relevant laws and regulations, including overseeing the quality of the Company's accounting, financial reporting and internal control procedures, HFC established an Audit Committee in 2018 in accordance with the "Audit Committee Charter", with all independent directors as members, which meets at least four times a year. A total of nine meetings were held in 2022, with the attendance in person reaching 80%.In order to strengthen the functions of the Board of Directors and the Company's internal control mechanism, and to assist the Board of Directors in carrying out its duty and authority to supervise the effective execution of the functions of the Company in compliance with the Company Act, the Securities and Exchange Act, and other relevant laws and regulations, including overseeing the quality of the Company's accounting, financial reporting and internal control procedures, HFC established an Audit Committee in 2018 in accordance with the "Audit Committee Charter", with all independent directors as members, which meets at least four times a year. A total of nine meetings were held in 2022, with the attendance in person reaching 80%.
ESG CommitteeESG Committee
2 meetings were held during 2022. Attendance in person reached 100%2 meetings were held during 2022. Attendance in person reached 100%
To facilitate the implementation of the corporate social responsibility policy and sustainable development, HFC has upgraded the CSR Committee from being governed by the General Manager to being governed by the Chairman, and renamed it the ESG Committee since September 2021. It holds at least two meetings per year. Items of authority as following: 1. Reviewed the implementation of corporate social responsibility and sustainable development measures and suggestions. 2. Set out the main corporate social responsibility direction and outlined an annual implementation plan and progress.To facilitate the implementation of the corporate social responsibility policy and sustainable development, HFC has upgraded the CSR Committee from being governed by the General Manager to being governed by the Chairman, and renamed it the ESG Committee since September 2021. It holds at least two meetings per year. Items of authority as following: 1. Reviewed the implementation of corporate social responsibility and sustainable development measures and suggestions. 2. Set out the main corporate social responsibility direction and outlined an annual implementation plan and progress.
Remuneration CommitteeRemuneration Committee
5 meetings were held during 2022. Attendance in person reached 80%.5 meetings were held during 2022. Attendance in person reached 80%.
To enhance corporate governance, we regularly review the policies, systems, standards and structures for performance evaluation and remuneration of directors and managerial officers. Make the Company's remuneration system more transparent and fair to protect the rights and interests of shareholders. By combining the personal performance of directors and managerial officers, the Company's operating performance and future risks, we set a reasonable remuneration policy to help the Company attract and retain talents, thereby improving corporate productivity and operating performance and promoting sustainable operation development. In accordance with the "Remuneration Committee Charter", HFC established a Remuneration Committee in 2018, with all independent directors as members, which meets at least twice a year. A total of five meetings were held in 2022, with the attendance in person reaching 80%. To enhance corporate governance, we regularly review the policies, systems, standards and structures for performance evaluation and remuneration of directors and managerial officers. Make the Company's remuneration system more transparent and fair to protect the rights and interests of shareholders. By combining the personal performance of directors and managerial officers, the Company's operating performance and future risks, we set a reasonable remuneration policy to help the Company attract and retain talents, thereby improving corporate productivity and operating performance and promoting sustainable operation development. In accordance with the "Remuneration Committee Charter", HFC established a Remuneration Committee in 2018, with all independent directors as members, which meets at least twice a year. A total of five meetings were held in 2022, with the attendance in person reaching 80%.
Risk Management Committee Risk Management Committee
3 meetings were held in 2022, Attendance in person reaching 78%.3 meetings were held in 2022, Attendance in person reaching 78%.
HFC established a Risk Management Committee in September 2021 with a total of three members. The independent directors serve as the convener and committee members. The committee is responsible for regularly reviewing the Company's risk management policies and procedures and making suggestions. It reviews changes in the quality of the Company's financial assets, risks borne, and trends every six months and regularly reviews the requirements of competent authorities and the Board of Directors for compliance, management mechanisms, and other issues related to risk management. For the above issues, it submits its suggestions and review results to the Board of Directors.HFC established a Risk Management Committee in September 2021 with a total of three members. The independent directors serve as the convener and committee members. The committee is responsible for regularly reviewing the Company's risk management policies and procedures and making suggestions. It reviews changes in the quality of the Company's financial assets, risks borne, and trends every six months and regularly reviews the requirements of competent authorities and the Board of Directors for compliance, management mechanisms, and other issues related to risk management. For the above issues, it submits its suggestions and review results to the Board of Directors.