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Hon Hai Group
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Operations
ITEM
IMPLEMENTATION STATUS
DIFFERENCE FROM CORPORATE GOVERNANCE PRACTICE PRINCIPLES FOR TWSE/GTSM-LISTED COMPANIES AND REASONS
YESNODESCRIPTION
Does the Company set and disclose corporate governance code of practice according to corporate governance practice principles for TWSE/GTSM-Listed companies?
v
The Company has set a corporate governance code of practice, for the protection of shareholders’ rights, to strengthen the functions of the BOD, respect the interests of stakeholders, enhance the transparency of information and relevant rules.
Detailed information can be found on the Company’s website.
No difference
Equity structure and shareholder rights.
Has the Company set internal operating procedures to deal with shareholder proposals, doubts, disputes and litigation matters, and does it implement these in accordance with its procedures?
v
Establishing an Investor Relations Department to deal with shareholders' suggestions or disputes.
No difference
Does the Company have a list of those who ultimately control the major shareholders of the Company?
v
The Company shall keep track of the shareholdings of directors, managers, and major shareholders holding 10% or more of the shares, and shall disclose such information as required by law.
How does the Company establish its risk management mechanism and firewalls involving related enterprises?
v
The Company shall comply with regulations such as the "Regulations Governing Operations, Business, and Financial Dealings with Specific Companies and Group Companies", "Regulations Governing Finance and Business Matters Between Related Parties", "Regulations Governing the Supervision of Subsidiaries", “Procedures for Endorsement and Guarantee”, and "Procedures for Loans to Others" to establish appropriate risk control mechanisms and firewalls. Business relations between affiliated enterprises have been evaluated by an independent third party to prevent violations of unlawful transactions.
Has the Company set internal standards to prohibit the use of undisclosed insider information to trade securities on the market?
v
The Company has established the "Regulations Governing the Prevention of Insider Trading" and " Procedures for Handling Material Inside Information ", which prohibit insiders from using undisclosed information in the market to trade securities, 30 days prior to the announcement date and the Company's shares or other equity securities during closed period of 15 days prior to the publication date of quarterly financial statements. Directors of the Company may not trade the Company's stock or other marketable securities of an equity nature from the moment they learn of the material news of the Company before the investor conference to the next day after the investor conference in order to prevent insider trading.
Organization and responsibilities of the Board of Directors
Has the Company established a diversification policy or specific goal for the composition of its Board of Directors and has it been implemented accordingly?
v
The Company has established the "Corporate Governance Best-Practice Principles" to formulate the diversity policy, specific management goals for board members and implement them.
The company’s BOD (including independent directors) has adopted a nomination system.
The Company's board members are diversified, including age, gender, and industry experience in manufacturing, brand distribution, technology research, and financial investment, in order to implement the diversity policy and establish the Company's board structure. 28.57% of directors are also employees of the Company, and 57.14 % of which are independent directors. 3 independent directors have been in office for less than 3 years, and 1 are more than 3 years. 6 of the directors are 61-70 years old, and 1 aged 71-80.
The Company pays attention to gender equality in the composition of the Board of Directors, and the target ratio of female directors is over 10%. Currently, there are 7 directors, including 2 female directors, with a ratio of 28.57%.
No difference
Has the Company establish other functional committees besides the Compensation Committee and Audit Committee?
v
The Company has already set up the Audit Committee, Remuneration Committee and Nomination Committee, and also set up the Perpetuity Committee, Employee Welfare Committee and Labor Pension Supervision Committee. Other functional committees will be established as needed in the future.
Has the Company set performance assessment rules and methods for the BOD and does it perform this evaluation every year?
v
Since November 12, 2020, the Company’s Procedures includes “Director and Committee evaluation method”. Evaluations are conducted early, and at least once every three years by an external professional independent organization or an external scholar/expert. The evaluation also specifies aspects of evaluation for each functional committee. The company’s internal performance evaluation for the board of directors in the most recent year is carried out by the directors, using internal questionnaires.
1.
The items for the self- evaluation of the board of directors include the following aspects:
(1)
The degree of participation in the company's operations.
(2)
Improvement of board decision quality.
(3)
The composition and structure of the board of directors.
(4)
The selection and continuing education of directors.
(5)
Internal control.
2.
The items for the self- evaluation of the individual directors include the following aspects:
(1)
Understanding of the Company’s goals and mission.
(2)
Awareness of directors' duties.
(3)
The degree of participation in the company's operations.
(4)
Internal relationship management and communication.
(5)
Continuing education of directors.
(6)
Internal control.
3.
The items for the self- evaluation of the functional committees include the following aspects:
(1)
The degree of participation in the company's operations.
(2)
Awareness of the functional committees’ responsibilities.
(3)
Improvement of board decision quality.
(4)
Functional committee composition and member selection.
(5)
Internal control.
Evaluation Results:
The results of the Board of Directors and functional committees have been reported to the Board of Directors and functional committees on March 14, 2024, and are used in the reference of individual directors' remuneration and nomination for re-election. The results of the performance evaluation of the Board of Directors for 2023 are as follows:
1.
The overall average score of the self-assessment of the Board of Directors is 4.96 points (out of 5); the overall average score of the self-assessment of directors is 4.91 points (out of 5), which indicates that the overall performance of the Board of Directors is still operating effectively.
2.
The overall average score of the audit committee's self-evaluation is 4.97 points (out of 5).
3.
The overall average score of the compensation committee's self-evaluation is 4.91 points (out of 5).
Does regularly evaluate the independence of the CPA?
v
The Company's board of directors regularly evaluates the independence and suitability of the CPAs. When discussing the independence and suitability of the CPAs appointed by the Board of Directors, the recommended CPAs are required to submit their resumes, a statement of independence from each CPAs (Not in violation of the Bulletin of the Code of Professional Ethics No. 10), "Guidelines on the Preparation of Audit Quality Indicators (AQIs)" (including 13 indicators from five major aspects: professionalism, independence, quality control, supervision, and innovation ability) for evaluation by the Board of Directors. Reviewed and approved by the Company's Board of Directors on March 14, 2024, all CPAs meet the Company's independence and suitability evaluation standards (there is no direct or significant indirect financial interest relationship with an audit client, no excessive reliance on a single client for the remuneration source, has a significant and close business relationship with an audit client, etc.)
Does the Company appoint competent and appropriate corporate governance personnel and corporate governance officer to be in charge of corporate governance affairs (including but not limited to furnishing information required for business execution by directors, assisting directors’ compliance of law, handling matters related to board meetings and shareholders’ meetings according to law, and recording minutes of board meetings and shareholders’ meetings)?
v
In aims to implement corporate governance, assist directors, and protect investor rights; the Company has passed a resolution on 2019/05/14 board meeting and has appointed competent and appropriate corporate governance personnel. The Company has established full-time financial officer, Huang, De-cai as responsible for corporate governance related matters. Huang has accumulated over twenty years of financial manager expertise and experience. Primary responsibilities include the following:
1.
Assist Independent and Non-Independent Directors to carry out their duties pursuant to the Law:
(1)
Notify the board 7 days in advance before Board of Director meetings, and if matters are subject to abstaining due to conflicts of interest.
(2)
Registration of the Shareholders’ Meeting dates, and notification dates according to relevant laws.
2.
Creation of board and shareholder meeting minutes - 20 days after the meeting according the relevant regulations.
3.
Assist Directors in assuming the position: According to the Company’s specific industry, and the profession and educational backgrounds of the Director, assist the Director in formulating an advancement plan and arrange relevant classes
4.
Assist in production of materials to assist the Board of Directors to carry out their duties:
(1)
Regularly inform the Board of Directors with relevant information regarding updates rules and regulations of Company’s industry and relevant corporate governance updates.
(2)
Review relevant information confidentiality levels and provide the Board of Directors the necessary information, maintain the Board and Managements communication channels.
(3)
Meeting with internal and external auditors to maintain Independent Director’s compliance with the Company’s corporate governance regulations, and if needed, organize relevant meetings.
5.
Assist in the Board’s compliance with Laws:
(1)
Report to the Board regarding the Company’s governance situation, and make sure the Company’s Shareholders’ and Board of Directors’ Meetings comply with relevant laws and corporate governance practices.
(2)
Assist and remind Directors regarding the importance of adherence to laws and regulations for resolutions within meetings, and provide suggestions in the case where such laws and regulations are infringed upon.
(3)
Examination of Directors’ Meeting’s resolutions post-meeting, and the release of such information. Confirming the resolutions and relevant information are according to law and correct, to protect the integrity of investors’ trading information.
6.
Report to the Board of Directors the results of the review on whether the qualifications of independent directors at the time of nomination, election, and term of office comply with relevant laws and regulations: On March 14, 2024, the Board of Directors reported the professional qualifications and independence of the current independent directors. All directors have complied with relevant requirements.
7.
Matters with regard to the change of directors: Inform directors of related matters to pay attention to, release material messages as required, and handle matters related to the declaration of directors' onboarding changes and identification of changes in the registration of directors on the Market Observation Post System.
8.
The continuing education of the corporate governance officer. (please refer to the table below for specific case studies)
No difference
Does the Company establish communication channels and dedicate section for stakeholder on its website to respond to important issues of corporate social responsibility concerns?
v
The Company's communication with various stakeholders was reported to the Board of Directors on May 11, 2023. The Company's official website has set up a "Stakeholders Section" with the contact information of spokespersons and various relevant business departments to respond to stakeholders, including but not limited to important CSR issues of concern to shareholders, employees, customers, and suppliers. Please refer to the official website of the Compan.
No difference
Has the company appointed a professional stock affairs agency for shareholders affairs?
v
The Company authorized “Grand Fortune Securities Co., Ltd.” as stock service agency to handle shareholder transactions.
No difference
Disclosure of information
Does the Company set up website to disclose financial operations and corporate governance information?
v
The Company has placed financial and corporate governance information of each year on its website.
No difference
Has the Company adopted other measures (such as English website, a designated person responsible for the collection and disclosure of information, implementation of the spokesman system, the legal entities announcements uploaded to website, etc.) to disclose information?
v
The Company has an English website and a spokesperson, investor relations department and shareholder services department to disclose relevant information.
The Company issued global depository receipts (GDR) in London, and discloses company information on its website according to the provisions of the relevant rules of the London Stock Exchange.
Does the Company announce and report the annual financial statements within two months after the end of the fiscal year, and announce and report the first, second, and third quarter financial statements as well as the operating status of each month before the prescribed deadline?
v
The Company’s annual financial report and the first, second, and third quarter financial reports were announced and submitted within the time limit specified by the law. In addition, since June 2019, the Company’s revenue information has been disclosed in advance on the 5th of the following month. However, the annual financial report has not been announced and filed within two months after the end of the fiscal year.
Does the Company have other important information for better understanding the Company’s corporate governance system (including but not limited to interests and rights of employees, care for employees, relation with investors, relation with suppliers, relation with interested parties, continuing education of directors and supervisors, execution of risk management policies and risk measuring standards, execution of customer policies, liability insurance for the Company’s directors and supervisors)?
v
(1)
Interests and rights of employees: The Company has always treated employees in good faith to ensure their legal interests and rights in accordance with the Labor Standards Act.
(2)
Care for employees: by adopting a welfare system and good education and training, a relationship of mutual trust has been established with employees. Such as: employee benefits and community cultural and recreational activities and entertainment, health clinic grants and medical advice, the Company also provides staff quarters, rented accommodations for staff, accommodation care, parking lots, etc.
(3)
Investor Relations: The Investor Relations Department was set up to specifically deal with shareholder proposals.
(4)
Supplier Relationship: good relations with suppliers are maintained at all times.
(5)
Relations with stakeholders: stakeholders shall communicate with the Company and put forward proposals to protect their due legal rights and interests.
(6)
Continuing education of directors and supervisors: The Company’s directors are qualified with industrial professional knowledge and practice experience in operation management. Please refer to the following table for more information on continuing education (please refer to the table below for specific case studies).
(7)
Execution of risk management policy and risk measuring standards: various internal regulations are established legally for various risk management and evaluation.
(8)
Execution of customer policies: stable and good relations with customers are maintained with the view of creating profits.
(9)
Liability insurance purchased by the Company for directors: In order to protect directors from personal liability and financial losses caused by third-party litigation due to the performance of their duties, the Company has purchased liability insurance for directors, reported the insurance status in most recent year to the Board of Directors on March 14, 2024, and the insurance application period was from January 15, 2024 to January 15, 2025.
No difference
Please specify the measures adopted by the Company to improve the items listed in the corporate governance review result from Taiwan Stock Exchange's Corporate Governance Center and the improvement plans for items yet to be improved.
(I) The Company will discuss the unscored matters for the follow-up improvement directions.
(II) The Company's priorities and measures for corporate governance are as follows:
1.
Upload the English version of the annual financial report 18 days before the general shareholders' meeting.
2.
The intellectual property management plan has introduced Taiwan Intellectual Property Management System (TIPS), ISO56005 or similar intellectual property management system standards, and has been verified or audited by a third party.
Continuing education of Directors
TITLE
NAME
DATE
ORGANIZER
COURSE
HOURS
Chairman
Liu, Young-Way
2024/11/22
Greater China Financial and Economic Development Association
Discussion of Taiwanese Firms' operating and M&A strategy from the perspective of global political and economic situation
3HOURS
2024/11/22
Corporate Governance and Securities Regulations-Executives of the listed companies with the understanding of supervision from governmental authority
3HOURS
Corporate Director representative
Christina Y. Liu
2024/11/22
Greater China Financial and Economic Development Association
Advanced Trends in Circular Economy and Sustainable Business Practices
3HOURS
2024/12/5
The Prospect for Global and Taiwan's Economy
3HOURS
Corporate Director representative
Wang, Charng-yang
2024/8/28
Greater China Financial and Economic Development Association
Digital Marketing Strategies
3HOURS
2024/9/19
Corporate Finance Decision: Behavioral Perspective
3HOURS
Independent Director
James Wang
2024/8/20
Taiwan Corporate Governance Association
How to Reduce The Risk of Insider Trading
3HOURS
2024/8/20
Trends in digital technology and artificial intelligence and risk management
3HOURS
Independent Director
Liu ,Len-yu
2024/3/20
Taiwan Corporate Governance Association
Seminar on Strengthening Resilience and Sustainability Governance
2HOURS
2024/05/22
Co-Creating the Green Ecosystem : Megatrend and Vision - TCX Operations and Prospects
1HOURS
2024/7/30
The Vision and Megatrend of ESG Evaluation
1HOURS
2024/10/16
Thriving for Talent Edge via Focusing on Governance
3HOURS
2024/12/19
Activating Asia: Key Trends in Corporate Governance across Asia
1HOURS
Independent Director
Hwang, Tsing- yuan
2024/6/7
Taiwan Corporate Governance Association
The latest ESG laws and regulations, trends, impacts and responses
3HOURS
2024/11/1
Securities and Futures Institute
Digital Reengineering Creates a New Future for AI - Sharing of Generative AI Application Cases
3HOURS
Independent Director
Chen, Yue-min
2024/7/15
Taipei Foundation of Finance
Sustainable Finance
3HOURS
2024/7/16
Taiwan Corporate Governance Association
Zero Carbon Strategy: Essential ESG and Energy Practices for Businesses
3HOURS
Continuing education of company executives
TITLE
NAME
DATE
ORGANIZER
COURSE
HOURS
Corporate Governance Manager
Huang, Teh-Tsai
2024/11/22
Greater China Financial and Economic Development Association
Corporate Governance and Securities Regulations-Executives of the listed companies with the understanding of supervision from governmental authority
3HOURS
2024/11/22
Discussion of Taiwanese Firms' operating and M&A strategy from the perspective of global political and economic situation
3HOURS
2024/11/27
Analysis of practical disputes in the board of directors
3HOURS
2024/12/5
How to Ensure Cybersecurity for Safety to Reduce the Risks in Manufacturing and Operation
3HOURS
Preventing insider trading education promotion
The Company hosts educational awareness training pertaining to "Prevention of Insider Trading" and relevant regulations at least once a year. Newly appointed directors and managers will be scheduled for these courses respectively. The Company's current directors and management has undertaken the aforementioned education training on December 3th, 2020. The course includes non-disclosure related issues regarding material information, the definition of insider trading, and case studies.
Succession Planning for Board Members and Key Management
Selection of Directors
For many years, the Company has been operating with high standards of corporate governance and corporate succession planning. In 1996, the independent director system was introduced, the Remuneration Committee was established in 2011, and the Audit Committee was established in 2016. In order to avoid compromising independence of independent directors, the term of office of independent directors does not exceed three terms. Optimization of the Board of Directors shall be carried out step by step by a gradual process.
In addition to the professional background and skills, the Directors of the Company should also have expertise in the company’s business and planning. To enhance the professionalism of the Board Members and continue to improve, Directors should consider the scope beyond the professional capabilities. Director courses should be selected in relation to the nature of the Company’s industry in finance, risk management, sales, business, legal affairs, accounting, corporate social responsibility, internal control systems or financial reporting responsibilities, to ensure all Board Members have a considerable degree of industry knowledge and attain new knowledge.
The company launched the Chairman’s succession plan in 2019 to cultivate the Company’s internal senior managers to join the Board of Directors and familiarize them with the operation of the Board of Directors, and expand their participation in the Group’s operating units, work rotation, and expatriate experience. After the full re-election of Directors in June 2019, Chairmanship of Terry Gou was successfully handed over to Liu Young-Way, the general manager of the company's S Group, and the founder Terry Gou served as a director of the company.
Succession Planning for Key Management
The Company emphasizes that in addition to having certain professional skills, high-level managers must also maintain a consistently high level of ethics and integrity, with the concept of "What needs to be done, do as promised". Therefore, development of their hard and soft knowledge requires long-term cultivation and execution. The Company’s senior managers are responsible for related businesses within the organization, and use job rotation and assignments, one-on-one experience transfer and coaching; and through the management committee, deepen the understanding of the business philosophy and the cultivation of various operation and management skills were used to select key members of the succession echelon. On January 1, 2020, You, Xiang-fu; Lu Fang-ming; Chien, Yi-bin; and Chen Wei stepped down as managers. Wang, Charng-yang; Chiang, Chih-siung; Lin, Chung-cheng; and Chu, Cheng-qing stepped in as managers of the Business Groups.
In response to the Group’s organizational development and growth momentum, the Company will not only externally recruit outstanding high-level managers, but also continue to actively cultivate potential mid-level and high-level managers internally, strengthen individual counseling and work exchanges, and provide job rotation and assignment plans when appropriate. Enabling the selection of all-round talent, resulting in a targeted strengthening of the future management team.