Corporate Governance Implementation Status and Deviations from “the Corporate Governance BestPractice Principles for TWSE/TPEx Listed Companies”

 

                                                                                                                                      Evalutaion Item                                                                                                                                                      Implementation StatusDeviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons
Yes No                            Abstract Illustration
A. Does the Company establish and disclose the Corporate Governance Principles based on “Corporate Governance BestPractice Principles for TWSE/TPEx Listed Companies”?V The Company has enacted Corporate Governance Principles and disclosed on the official website and M.O.P.S. in addition to protect the rights and interests of shareholders, strengthen the powers of the Board of Directors, respect the rights and interests of stakeholders and enhance information transparency. The INCX’s Corporate Governance Principles” please refer to INCX official website.No significant difference compared to Corporate Governance Best-Practice Principles
B. Shareholding structure & shareholders’ rights

(a). Does the Company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedure??

V (a). The Company has enacted the Procedures for Handling Material Inside Information and Preventing Insider Trading and has, besides, set up spokesman and deputy spokesman to take charge of proposals or disputes from shareholders.No significant difference compared to Corporate Governance Best-Practice Principles

(b). Does the Company possess the list of its major shareholders as well as the ultimate owners of those shares?

V (b). The Company keeps track of the shareholdings of major shareholders, directors and managerial officers based on the register of shareholders provided by the stock transfer agent when transfer is terminated. In addition, changes in the shareholdings of insiders (directors, managerial officers and shareholders holding more than 10% of the shares) are reported monthly to the MOPS designated by the competent authorities.

(c). Does the Company establish and execute the risk management and firewall system within its conglomerate structure?

V (c). The Company has formulated internal rules such as “Procedures for Governing Loaning of Funds” and “Procedures for the Acquisition and Disposal of Assets”, and established appropriate risk control mechanisms and firewalls.

(d). Will the Company set up internal norms to prohibit insiders from utilizing the undisclosed information to trade securities?

V (d). The Company has duly enacted the Procedures for Handling Material Inside Information and Preventing Insider Trading and Codes of Ethical Conduct for Directors and Managerial Officers and further in accordance with the Company’s internal control system, enacted Operating Procedures to Prevent Inside Trading and Management over Major Information to ban insiders from trading securities by taking advantage of the information which has not yet been made public in the
market.
C. Composition and Responsibilities of the Board of Directors

(a). Whether the Board of Directors has formulated diversity policy and specific management objectives, and implemented such policy?

V (a). Please refer to on page 19-21 of this annual report for the Company’s implementation of the diversity policy.No significant difference compared to Corporate Governance Best-Practice Principles

(b). Does the Company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee?

 V(b). The Company has set up the Audit Committee and Remuneration Committee, the Company’s Independent Directors’ serve as the Committee members. For more details regarding the business performance of the Company’s Audit and Remuneration Committee, please refer to pages 30-33 & 41-42 of this Annual Report. In the future, the Company will set up committees of other functions according to the legal requirements or practical needs.

(c). Does the Company establish standards and method for evaluating Board performance, conduct annual performance evaluations, submit performance evaluation results to the Board, and use the results as a basis for determining the remuneration and nomination of individual directors?

V (c). In order to implement corporate governance and enhance the functions of the Company’s Board of Directors, a performance evaluation will be conducted at the end of each year according to the Rules for Performance Evaluation of Board of Directors and the results of which, together with the directors’ selfevaluation,  will serve as the basis for nominating directors and setting their remunerations.

(d). Does the Company regularly evaluate the independence of CPAs?

V (d). The Company evaluates the independence and competency of CPAs on the basis of the independence of Article 47 of the Certified Public Accountant Act and the content of the Norm of Professional Ethics for Certified Public Accountant No. 10, and all CPAs will issue a letter of independence, which was submitted to the Board of Directors for approval on February 9, 2023. For the evaluation form of the independence and competency of CPAs, please refer to Note 1 on page 39 of this annual report.
D. Does the Company have a suitable number of competent corporate governance personnel, and has it appointed a corporate governance officer responsible for corporate governance matters (including but not limited to providing information for directors and supervisors to perform their duties, assisting directors and supervisors with regulatory compliance, handling matters
related to Board meetings and
shareholders’ meetings, and
making minutes for Board
meetings and shareholders’
meetings)?
V 

On December 28, 2021, the Board of Directors resolved to appoint Associate VP Chien-Lang Lo as the Corporate Governance Officer to be responsible for supervision and planning of the corporate governance. His qualification meets the requirements of paragraph 1, Article 3-1 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. The affairs of the Corporate Governance Officer include:

I. Handling matters relating to board meetings and shareholders meetings according to laws.

II. Producing minutes of board meetings and shareholders meetings.

III. Assisting in onboarding and continuous development of directors.

IV. Furnishing information required for business execution by directors.

V. Assisting directors with legal compliance

VI. Report to the board of directors the results of its review on whether the qualifications of independent directors comply with relevant laws and
regulations at the time of nomination,
election and during their tenure

VII. Handle matters related to the change of directors.

VIII. Other matters set out in the Articles of Incorporation or contracts

Report the operation of corporate governance to the Board of Directors on a regular basis every year

The detail of completed item in 2022 list as below, and is reported to the Board of Directors on February 9, 2023:

I. The Company held 8 Board meeting, 8 Audit Committee meetings and 4 Remuneration Committee meetings in 2022.

II. Held 1 annual general shareholders’ meeting in 2022.

III. Assisted board members in developing annual continuing education plans and arranging continuing education courses.All the members of Board of Directorscompleted 12 hours of entry education and 6 hours of continuing education courses in 2022.

IV. The Company maintains D&O insurance for its directors and key officers and report to the Board meeting.

V. Regularly communicate with independent directors and CPAs about the Company’s financial and business situation. Please refer to page 32-33 of annual report and our website (http://www.innocare-x.com)for communication.

VI. he agenda and meeting materials of Board meeting mail/send to all directors 7 days before of the Board meeting and remind in advance if the issues require interest avoidance, and finished the meeting minutes in 20 days after the meeting.

VII. Booking the date of AGM, prepare meeting notice, meeting agenda and minutes within the statutory time limit, and handle change registration matters in the amendment of the Articles of Incorporation or the re-election of directors.

VIII. The internal performance evaluation of the Board of Directors and functional committees was conducted. For the evaluation results of the Board of Directors, the Audit Committee, the Remuneration Committee and their
individual members, please refer to page 28 of this annual report and the Company’s website (http://www.innocarex.com).

VIV. Please refer to page 53 of annual report for the training situation of Corporate Governance Officer.

No significant difference compared to Corporate Governance Best-Practice Principles
E. Does the Company establish a communication channel and build a designated section on its website for stakeholders (including but not limited to shareholders, employees, customers, and suppliers), as well as handle all the issues they care for in terms of corporate social responsibilities?V 

The Company has set up a Stakeholder area
on the Company’s website (http://www.innocare-x.com) to provide a channel for stakeholders to contact the Company. The Company also regularly reports the communication status, implementation plan, goals and results related to all stakeholders to the Board of Directors each year. The communication status of all stakeholders in 2022 was reported to the Board of Directors on February 9, 2023. The issues of stakeholders please refer to page 39-40 Note 2 of annual report.

No significant difference compared to Corporate Governance Best-Practice Principles
F. Does the Company appoint a professional shareholder service agency to deal with shareholder affairs?V The Company mandates Registrar & Transfer Agency Department of Yuanta Securities Co., Ltd. to be the Company’s shareholder services agent, and to handle the affairs related to the shareholders’ meeting.。No significant difference compared to Corporate Governance Best-Practice Principles
G. Information Disclosure

(a). Does the Company have a both financial standings and the status of corporate governance?

V (a). The Company has set up a corporate website (https://www.innocare-x.com) to disclose both financial standings and the status of corporate governance.No significant difference compared to
Corporate Governance Best-Practice Principles

(b). Does the Company have other information  disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)?

V (b). The Company has designated personnel responsible for the collection and disclosure of corporate information, and has implemented a spokesman and acting spokesman system in accordance with the regulations. The corporate briefings in each period will also be updated timely on the Company’s website for the reference of investors.

(c). Does the Company announce and report annual financial statements within two months after the end of each fiscal year, and announce and report Q1, Q2, and Q3 financial statements, as well as monthly operation results, before the prescribed time limit?

 V(c). The Company announced and reported annual financial statements within two months after the end of each fiscal year, and announced the operating conditions of each month and the interim financial statements within the prescribed time limit.
H. Is there any other important information to facilitate a better understanding of the Company’s corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, Directors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for Directors)?V 

(a). Employee’s Rights:The Company attaches great importance to the treatment and welfare of employees, and provides salary levels, leave systems, and retirement insurance that are superior to the legal requirements. Please refer to page 79 “V. Operational Highlights – 5.5 Labor Relations” of the annual report.

(b). Employee Care: The Company attaches great importance on the physical and mental balance of employees, and the Taiwan plant establishes the Staff Welfare Committee, organizes various leisure and cultural activities, promotes community activities and constructs a website of the Staff Welfare Association, so that employees can balance their health and life while working. In order to improve employees’ health awareness, we conduct regular health checkups and provide employee health consultations every year. In addition, in order to ensure the well-being of female employees, and in accordance with the labor regulations of the locality of the plant, the implementation of the maternity leave pay allowance, the strengthening of the fetus rest and the family care leave, etc., for the female employees of pregnancy, implement the health risk assessment, adjust the work as needed. Under the principle of maternity protection and employment equal rights, create a friendly working environment for female employees.

(c). Investor relations, the rights of suppliers and stakeholders: According to different interested groups, the Company has established multiple and unobstructed communication channels, such as setting up a stakeholders area on the Company’s webpage, so that we can keep communicating and getting feedback from those interests groups’ needs and expectations.

I. Employees:Establish communication channels such as employee care hotline, employee care mailbox, mobilization meeting communication meeting, online publicity system of government decrees, labor management meetings, and job welfare meetings.

II. Shareholders/Investors: The Company treats our shareholders with the principle of fairness and openness. We call the shareholders meetings according to the Company Act and other related laws every year, encourage stockholders to actively participate in the stockholders meeting with proposals and questions.

III. Customers: We have salespeople and customer service units to reply to customers’ demands effectively, establish a CRM system, monitor the progress of handling issues, field audits and questionnaire feedback, and customers’ satisfaction survey

IV. Suppliers: Setting up an interactive platform for supplier purchasing and supplier management, and a buyer and procurement management department to hold irregular exchanges and meetings with suppliers, and provide anti-corruption reporting mailboxes.

V. Society (communities, media, non-governmental organizations): set up full-time spokesman and deputy spokesman to respond in a timely manner, issue press releases and statement from time to time, and hold press conferences. Participate in seminars organized by non-governmental rganizations to grasp the trend of the industry, as a reference for policy planning, and cooperate with non-governmental organizations to support the disadvantaged and promote environmental awareness projects to strengthen two-way communication.

(d). Continuing education for directors:The Company’s directors have both professional background and practical experience. The Company arranges continuing education for directors and every year. For the continuing education for directors in the latest year and as of the publication date of annual report, please refer to page 52 of this annual report.

(e). Implementation of risk management policies and risk measurement standards:The Board of the Company has established risk management policies and procedures to establish a risk management system to regularly monitor the related financial risks, regulation risks, climate change risks, hydropower risks, supplier chain risks, information safety risks, and the occupational safety and health risks to enhance the competitiveness of the industry.

The risk management process mainly includes risk identification, risk assessment and risk response.

Risk identification::Identify relevant risk items according to regulations, industry standards and international development trends.

Risk assessment: The degree of risk is comprehensively considered according to the severity and frequency of occurrence

Risk response: According to the degree of risk, formulate control measures and response plans. The criteria for evaluating control plans generally include effectiveness, feasibility and cost.

(f). The implementation of customer policy:The Company attaches importance to the confidentiality and privacy of customer information, and is committed to building information networks covering design, purchase, production and sales to optimize customer service through complete collection of information, deepen product competitiveness and customer dependency, and achieve customer satisfaction. In addition, we conduct annual customer satisfaction analysis surveys to understand and satisfy customer needs, regularly review customer feedback and opinions, and propose appropriate improvement plans to continuously improve the highest-quality products and services

(g). Purchase of liability insurance for Directors:
The Company has purchased liability insurance for its directors.

No significant difference compared to Corporate Governance Best-Practice Principles
I. Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released by the Corporate Governance Center, Taiwan Stock Exchange, and provide the priority
enhancement measures for those unimproved: The Company has not been included in the evaluation list, which is therefore not applicable.

Corporate governance executive

In order to safeguard the interests of shareholders and strengthen the functions of the Board of Directors, our Board of Directors appointed Chien-Lang Lo, the Chief Financial Officer, as the Chief Corporate Governance Officer on December 28, 2021. He is responsible for the supervision and planning of corporate governance, and his qualifications meet the requirements of Article 3-1, paragraph 1 of the Corporate Governance Best Practice Principles for Listed and OTC Companies. His main responsibilities include handling matters related to Board and Shareholders’ Meetings in accordance with laws, preparing minutes of Board and Shareholders’ Meetings, assisting Directors in appointment and continuous education, providing information necessary for Directors to carry out their duties, assisting Directors in complying with laws and regulations, and reporting to the Board of Directors annually on the status of corporate governance. The execution of corporate governance-related affairs is handled by the share registry staff.

Executive Education in Corporate Governance

                                                  Job Title                                        NameDates of training sessions                                           The organizer                                                         Course NameContinuing Education Units (CEU)(H)

Chief Corporate Governance

Associate VP

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