For the purpose of establishing a sound corporate governance system, FUBURG passed the “Corporate Governance Best Practice Principles “by the Board of Directors on May 11, 2015. In addition to complying with laws and regulations, contracts and related regulations signed with stock exchanges or over-the-counter trading centers In addition to matters, the following principles should be followed:
1. Protect the rights and interests of shareholders.
2. Strengthen the powers of the board of directors.
3. Fulfill the function of audit.
4. Respect the rights and interests of stakeholders.
5. Enhance information transparency.
On November 10, 2020, FUBURG appointed Ms. Wu, who has held the position of Head of Finance Department of the Company for at least 3 years with full seniority as the Head of Corporate Governance. The terms of reference of the Head of Corporate Governance include conducting meetings of the Board of Directors, the Audit Committee and the Shareholders’ Meeting in accordance with the law and preparing the Meeting Agendas, assisting directors in their appointment and continuing education, providing information necessary for directors to perform their business, and assisting directors in complying with laws and regulations by providing the latest regulatory developments related to the operation of the Company.
The business performance for fiscal 2021 is as follows:
1. Assist directors in carrying out their duties, provide necessary information, and arrange for their advanced studies.
- We have established a group of the board to provide directors with the latest amendments to laws and regulations related to corporate governance, as well as to provide relevant industry information and company news for reference.
- We assist in maintaining smooth communication between the management and the directors.
- From time to time, we provide training programs to the directors for reference and assist in registration.
- Arrange the internal audit supervisor and the certified public accountant to communicate with the independent directors.
2. Assist the Board of Directors and Audit Committee in their procedures and resolutions on compliance matters.
i.Dissemination of material information after the board meeting to ensure the legality and correctness of the content of newsletters to protect the investors’ transaction information symmetry.
Board Performance Evaluation
To implement corporate governance and enhance the efficiency of the board. FUBURG has established the “Board of Directors’ Performance Evaluation Regulations” on June 25, 2018. This regulation stipulates that the performance evaluation of the board of directors shall be conducted at least once a year. The evaluation period is at the end of each year. And the results of the evaluation should be reported to the board of directors in the first quarter of the following year.
At the end of the year, each executive unit shall collect information related to the activities of the Board of Directors and fill out the “Board of Directors’ Performance Evaluation Self-Assessment Questionnaire”. Finally, the financial department will send the reports to the Board of Directors for review and improvement after evaluating ratings by the following five major indicators.
1. The degree of participation in the company’s operation.
2. Enhancement of the quality of decision making by the Board of Directors.
3. Composition and structure of the board of directors.
4. Appointment of directors and continuing advanced studies of directors.
5. Internal control.
The evaluations of the board performance were all in compliance with the regulations without significant abnormalities for the year 2022. And the evaluation results had reported to the Board of Directors on March 24, 2023.
FUBURG has established the integrity management regulations which based on the concept of honest communication and the audit unit is responsible for the audit of integrity management.
In order to improve the honest management, the President’s Office promotes each department of the Company to operate in accordance with its duties and responsibilities. And the Audit Office assists in this process and reports its implementation status to the board of directors on a regular basis.
Each department operates in accordance with its duties and responsibilities, as follows.
- Assist in the integration of integrity and ethical values into the company’s business strategy.
- Plan internal organization and duties, and set up mutual supervision mechanism for business activities with higher risk of dishonest behavior in the business area.
- To establish a prevention plan to ensure the integrity of management in accordance with laws. And we have established standard operating procedures and conduct guidelines for our business operations in the program.
- Promote and coordinate integrity policy advocacy training.
To assist the board of directors and management in reviewing and evaluating the effectiveness of the preventive measures established for the implementation of honest management. And we also regularly evaluate and report on the compliance of the relevant business processes.
Corporate Prosecution system
- FUBURG’s directors, managers, employees and substantive controllers shall take the initiative to report to the internal audit if they notice any violation of the integrity management regulations. FUBURG keeps the identity of the reporter and the content of the report confidential, as well as investigate and deal with the matter actively.
- In case of dishonest behavior of others towards FUBURG, we shall notify the Judiciary and the Prosecutors Office of the relevant facts if the behavior involves illegal matters. If the public sector or the civil servant is involved, we shall notify the government integrity agency.
- Regarding the process of communication and response to our company’s opinions, the managers have the responsibility to keep the information of the person concerned confidential.
- Our reporting process is confidential. Therefore, the reporters would not be punished for their reports.
- Internal and external people can report illegal and immoral behavior including corruption through using the contact number or the mailbox in the Stakeholder section of the FUBURG’s website.
FUBURG organizes internal and external educational training on integrity management
As FUBURG follows the principle of integrity management, we regularly conduct evaluation investigations of our suppliers to avoid trading with dishonest people. And we also provide educational training on the prohibition of dishonest behavior to new recruits. Furthermore, we promote the regulations of integrity management in meeting from time to time.
Preventing insider trading measures
In accordance with Article 10 of ” Corporate Governance Best Practice Principles”, insiders are prohibited from trading securities using information not disclosed to the market. Measures include, without limitation, those prohibiting a director from trading its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports.
FUBURG promotes “Procedures for Handling Material Internal Information” and related laws to the directors, managers and employees at least once a year. For the new recruits, the recruiters will promote during the pre-service training.
FUBURG conducted 1-hour promotion for all new directors and managers on “Insider Trading Related Regulations and Case Studies” on June 23, 2020 and November 11, 2022 for a total of 9 people. The content includes the elements of insider trading, the confidentiality of material information, the causes and the identification process of insider trading, as well as case studies. In addition, the presentation files was uploaded to the shared folder and made available to internal staffs for the reference.
On November 10, 2022, FUBURG notified the directors of the date of the 5th board meeting of the year 2023, and announced that directors should not trade their shares during the closed period of 30 days prior to the announcement of the annual financial report and 15 days prior to the announcement of the quarterly financial report, in order to avoid the directors’ misunderstanding of this regulation.
|Types of financial reports||Planned Period of Board Meeting & Announcement||Lock-up Period||post-announcement precipitation period|
|Annual Financial Report for 2022||2023/03/23 – 2023/03/31||2023/02/21 – 2023/03/31||18 hours before and after the announcement date|
|Financial report for the 1st quarter of 2023||2023/05/11 – 2023/05/15||2023/04/26 – 2023/05/15|
|Financial report for the 2nd quarter of 2023||2023/08/10 – 2023/08/14||2023/07/26 – 2023/08/14|
|Financial report for the 3nd quarter of 2023||2023/11/09 – 2023/11/14||2023/10/25 – 2023/11/14|