Sustainability Vision | 天鈺科技 Fitipower

Responsibility Sharing

ESG

Sustainability Vision

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ESG
Sustainability Vision
Responsibility Sharing

Responsibility Sharing

Under the premise of legal compliance and ethical corporate management, we will continue to strengthen the assessment and response of operational risks and opportunities; optimize external communication channels; establish a convenient, quick, accurate, and secure information network; and develop the core literacy and attitude required for sustainable development.

Goals

Achieved

On-going

Issue	Goals	2022 Target
Governmance Mechanism	Board meeting attendance increase 5% year by year. No significant defects in internal control review.	Board meeting attendance > 85%
Governmance Mechanism		No significant defects in internal control review
Compliance	No significant violation cases	No significant violation cases
Ethics	Annual required courses are taken at a completion rate of 100%	Establish annual required courses (ESG, integrity, ethics, insider trading)
Disclosure	TWSE's Corporate Govermance Evaluation raked in to 20% Participate in a well-known sustainability appraisal	TWSE's Corporate Governance Evaluation raked among 21%~35%
Cybersecurity	Continue to build a comprehensive cybersecurity management system to eliminate the risk of financial impact and goodwill damage arising from cybersecurity events by implementing external defense, internal control and improvement of the overall cybersecurity awareness among the employees.	Implement ISO 27001 and acquire third-party certification

Fitipower Organizational Chart

Govemance Structure

Board of Dircetors
Responsibility	Establish important internal regulations, contracts, and procedures (including articles of association of the governance organization; meeting rules; and procedures for material financial business including disposal of assets, derivatives trading, loaning funds to other, making endorsements and guarantees for others). Resolve important matters (including management decisions and operation plans; increase and decrease of capital funds, reinvestment, major donations). Supervise the operation and implementation status of the Company (e.g. financial performance and non-financial implementations). Evaluate performance and appoint/dismiss managerial officers of finance, accounting and internal audit.
Member	The Board of Directors is composed by four directors and three independent directors. In addition to the expertise and comprehensive core competencies, we also value the conduct, integrity, reputation, and independence in Board member selection to ensure appropriate planning and effective supervision. The chairman and president are experts in the semiconductor and electronics industries. Corpore director representatives Gene Liu and William Lo are experts in the IC design industry who often share valuable practical operational experience with the board. Independent Director Ted Yao chairs many investment companies with rich industrial experience and provides much field information for the Company. Independent Director Nina Chen has rich financial and accounting experience and a good knowledge of the semiconductor industry. Independent Director Michael Liu has extensive experience in electronics manufacture business, industry, and investment corporation. We also ensure the diversity and inclusivity of Board members. Two of the seven directors are female, accounting for 29%. Five members are aged 51-60 years and two aged 61-70 years; 29% of Board members are also employees and 43% are independent directors.

Board of Dircetors

Responsibility

Establish important internal regulations, contracts, and procedures (including articles of association of the governance organization; meeting rules; and procedures for material financial business including disposal of assets, derivatives trading, loaning funds to other, making endorsements and guarantees for others).
Resolve important matters (including management decisions and operation plans; increase and decrease of capital funds, reinvestment, major donations).
Supervise the operation and implementation status of the Company (e.g. financial performance and non-financial implementations).
Evaluate performance and appoint/dismiss managerial officers of finance, accounting and internal audit.

Member

The Board of Directors is composed by four directors and three independent directors. In addition to the expertise and comprehensive core competencies, we also value the conduct, integrity, reputation, and independence in Board member selection to ensure appropriate planning and effective supervision. The chairman and president are experts in the semiconductor and electronics industries. Corpore director representatives Gene Liu and William Lo are experts in the IC design industry who often share valuable practical operational experience with the board. Independent Director Ted Yao chairs many investment companies with rich industrial experience and provides much field information for the Company. Independent Director Nina Chen has rich financial and accounting experience and a good knowledge of the semiconductor industry. Independent Director Michael Liu has extensive experience in electronics manufacture business, industry, and investment corporation. We also ensure the diversity and inclusivity of Board members. Two of the seven directors are female, accounting for 29%. Five members are aged 51-60 years and two aged 61-70 years; 29% of Board members are also employees and 43% are independent directors.

Convention Frequency	Attendance Rate
The Board must hold meetings at least once a quarter. Nine Board meetings were held in 2021.	96.83%

Audit Committee
Responsibility	Supervise the fair expression of the Company’s financial statements. Establish or amend the internal control system and ensure its effective implementation. Assess the CPAs for their selection (dismissal) and independence. Control existing or potential risks of the Company. Ensure compliance of the Company with related laws and regulations. Supervise transactions with respect to important assets, derivatives, loaning of funds to others, and provision of endorsements and guarantees. Be in charge of the matters involving the interest of any directors.
Member	The Audit Committee of the Fitipower is mainly composed by 3 independent directors elected at the shareholders’ meeting.

Audit Committee

Responsibility

Supervise the fair expression of the Company’s financial statements.
Establish or amend the internal control system and ensure its effective implementation.
Assess the CPAs for their selection (dismissal) and independence.
Control existing or potential risks of the Company.
Ensure compliance of the Company with related laws and regulations.
Supervise transactions with respect to important assets, derivatives, loaning of funds to others, and provision of endorsements and guarantees.
Be in charge of the matters involving the interest of any directors.

Member

The Audit Committee of the Fitipower is mainly composed by 3 independent directors elected at the shareholders’ meeting.

Convention Frequency	Attendance Rate
The Committee must hold meetings at least once a quarter. Eight meetings were held in 2021.	100%

Compensation Committee
Responsibility	Assess the policy and system of the compensation for the directors, supervisors, and managerial officers in an objective and professional manner, and raise proposals to the Board of Directors as a reference for their decision. Establish and periodically review the annual and long-term performance goals for the Company’s directors and managerial officers as well as the policy, system, standard, and structure of the compensation for them. Periodically assess the target achievement of directors and officers and establish individual compensation contents and amounts.
Member	The Compensation Committee of the Fitipower is composed by 3 independent directors elected at the shareholders’ meeting.

Compensation Committee

Responsibility

Assess the policy and system of the compensation for the directors, supervisors, and managerial officers in an objective and professional manner, and raise proposals to the Board of Directors as a reference for their decision.
Establish and periodically review the annual and long-term performance goals for the Company’s directors and managerial officers as well as the policy, system, standard, and structure of the compensation for them.
Periodically assess the target achievement of directors and officers and establish individual compensation contents and amounts.

Member

The Compensation Committee of the Fitipower is composed by 3 independent directors elected at the shareholders’ meeting.

Convention Frequency	Attendance Rate
The Committee shall hold at least three meetings every year. Extraordinary meetings may be held whenever needed. Five meetings were held in 2021.	100%

Sustainability Committee
Responsibility	Review the vision, policy, and goal for sustainable development, and establish and revise the regulations and rules of procedure related to sustainability. Identify the ESG risks and opportunities and determine countermeasures and related investments. Supervise the planning and implementation of ESG strategies for the Group. Supervise ESG performance and ESG information disclosure for the Group. Report to the Board the ESG working plans and implementation performance. Be in charge of other matters that have be resolved by the Board of Directors and assigned to the Committee.
Member	The Sustainability Committee of the Fitipower is composed by 3 independent directors elected at the shareholders’ meeting.

Sustainability Committee

Responsibility

Review the vision, policy, and goal for sustainable development, and establish and revise the regulations and rules of procedure related to sustainability.
Identify the ESG risks and opportunities and determine countermeasures and related investments.
Supervise the planning and implementation of ESG strategies for the Group.
Supervise ESG performance and ESG information disclosure for the Group.
Report to the Board the ESG working plans and implementation performance.
Be in charge of other matters that have be resolved by the Board of Directors and assigned to the Committee.

Member

The Sustainability Committee of the Fitipower is composed by 3 independent directors elected at the shareholders’ meeting.

Convention Frequency	Attendance Rate
The Committee shall hold at least two meetings every year. Extraordinary meetings may be held if needed. Two meetings were held in 2021.	100%

Internal Auditing
Responsibility	Assess the internal control system of the Company and the soundness, reasonableness and effectiveness of each management system. Assess the efficiency of each department and unit of the Company in the implementation of the plans or policies and their specific assignments. (Make sure the personnel formation of each unit, branch, and department is appropriate, there are proper records on transaction cycles, and the waste,fraudulence or inefficiency of any cash, securities or other assets is well controlled; conduct comparative analysis of the operating performance and review the business result in order to take effective countermeasures for the improvement of the efficiency. ) Review the audit and self-assessment reports submitted by each unit and subsidiary, and follow up their internal control deficiencies and improvement measures.
Member	We have a chief internal auditor dedicated to the internal audit related matters.

Internal Auditing

Responsibility

Assess the internal control system of the Company and the soundness, reasonableness and effectiveness of each management system.
Assess the efficiency of each department and unit of the Company in the implementation of the plans or policies and their specific assignments. (Make sure the personnel formation of each unit, branch, and department is appropriate, there are proper records on transaction cycles, and the waste,fraudulence or inefficiency of any cash, securities or other assets is well controlled; conduct comparative analysis of the operating performance and review the business result in order to take effective countermeasures for the improvement of the efficiency. )
Review the audit and self-assessment reports submitted by each unit and subsidiary, and follow up their internal control deficiencies and improvement measures.

Member

We have a chief internal auditor dedicated to the internal audit related matters.

Annual Audit Results	Ratio of Improvement to Deficiency
Every item shall be audited at lease once a year. After the audit report is prepared, we submit the audit report and audit follow-up report to the Audit Committee prior to the end of the next according to the “Regulations Governing Establishment of Internal Control Systems by Public Companies”. No internal deficiencies were identified in 2021.	N/A

Responsibility Sharing

Goals

Fitipower Organizational Chart

Govemance Structure

Cybersecurity Management