| Assessed Items |
Operation circumstances |
Differences and its Reasons of the Code of Practice for Corporate Governance as compared with other listed companies and OTC companies
|
Yes
|
No
|
| 1. Does the company formulate and expose the Code of Practice for Corporate Governance in accordance with the Code of Practice for Corporate Governance in Listed Companies? |
● |
|
The company has established a code of practice for governance and disclosed it on the company's website. |
No major differences. |
| 2. the company's shareholding structure and shareholders' equity |
| (1) Does the company stipulate internal operating procedures to deal with shareholders' suggestions, doubts, disputes and litigation matters, and implement them according to procedures? |
● |
|
The company has established relevant internal procedures and set up a spokesperson. Suggestions or questions from shareholders are reported in a timely manner. If there is an equity dispute, it will also assist shareholders to resolve it in a fair and reasonable manner. |
No major differences. |
| (2) Does the company have a list of the ultimate controllers of the major shareholders and major shareholders of the actual control company? |
● |
|
The company fully understands shareholder structure through the stock agency and regularly tracks the list of final controllers. |
No major differences. |
| (3) Does the company establish, implement and control the risk control and firewall mechanism between the enterprises? |
● |
|
The company has established a trading management method for the related enterprises and has implemented it in order to achieve the risk control mechanism. In accordance with the "Guidelines for the Establishment of Internal Control Systems for Publicly Issued Companies" by the Financial Supervisory Commission, there are internal control and internal audit measures for the supervision of subsidiaries. |
No major differences. |
| (4) Does the company stipulate internal regulations and prohibit insiders from using the undisclosed information on the market to buy and sell securities? |
● |
|
The company has established "insider trading prevention measures" to regulate all employees, managers and directors of the company, and anyone who knows the news of the company based on occupation or control relationship, to prohibit any possible insider trading, and regularly held internal training and promotion on this. |
No major differences. |
| 3. the composition and duties of the board of directors |
| (1) Does the board of directors formulate a diversified policy and management objectives and have them implemented? |
● |
|
The Company currently has nine directors, including four female directors, which is more than one-third of the directors' seats. The members of the board of directors have professional backgrounds in agriculture, commerce, law and accounting, and all have the necessary qualifications to perform their duties. |
No major differences. |
| (2) Does the company voluntarily set up other functional committees in addition to the salary remuneration committee and the audit committee? |
● |
|
The Company will establish other various functional committees in due course according to the company's business development and legal requirements. |
Future implementation as appropriate. |
| (3) Does the company stipulate the performance appraisal methods of the board of directors and their assessment methods, and conduct performance evaluations every year and regularly? |
● |
|
The company has a remuneration committee to regularly review the performance of directors and managers, the policies, systems, standards and structures for performance evaluation and remuneration. On June 16, 2020, the board of directors passed the "Performance Evaluation Method of the Board of Directors" and placed it on the public information observation station for disclosure. Internal performance evaluation on the overall operation of the board of directors, the performance of individual directors and the operation of functional committee members are conducted in December every year. The scoring standards of the evaluation indicators of the method and the evaluation result report are sent to the board of directors for review and improvement. Performance evaluation results are reported on March 14, 2024 board meeting, compensation of directors (include independent directors) and mangers are paid in accordance with articles of association, compensation is linked to firm performance and board performance. The performance evaluation results of the company's board of directors are used as a reference when selecting or nominating directors. The performance evaluation results of individual directors will be used as a reference for determining their individual remuneration. |
No major differences. |
| (4) Does the company regularly assess the independence of the Chartered Accountant? |
● |
|
On March 22, 2023 the Company reported the independency assessment of the appointment of External Auditors to the Board of Directors and the Audit Committee for deliberation. All the directors passed the resolution that Deloitte & Touche, Chen Chiang Hsun and Liang Sheng Tai are in line with the company's independence and eligibility assessment criteria. The review is based on the “Chartered Accountant Review and Evaluation Form” prepared by the Company and the “Accountant's independence statement” issued by the accountant.
The specific indicators and assessments of the review assessment form are as follows:
- Accountant independency
- Accountant's moral behavior
- Financial report quality, timeliness
- Auditor professionalism
- Assess the various risks that exist or potential to monitor the company
- Communication with management
- Rationality of Audit Fee
|
No major differences.
|
| 4. Does the listing company has competent and adequate number of corporate governance personnel , and assign head of corporate governance to be responsible for corporate governance related matters (including but not limited to providing information required by directors and supervisors to conduct business,assit directors and supervisions in regulation compliance, and handling matters related to meetings of the board of directors and shareholders meeting in accordance with the law, making meeting minutes for board meeting and shareholders meeting, etc.)? |
● |
|
- Handle matters related to meetings of the board of directors and shareholders’ meetings in accordance with the law.
- Prepare minutes of board of directors and shareholders meetings.
- Assist directors in taking office and continuing their education.
- Provide directors with the information needed to carry out their business.
- Assist directors to comply with laws, etc..
- Status of further education for corporate governance managers in 2023:
| Training Date |
Organizer |
Course taken |
hours |
| 2023.05.29 |
Taiwan Accounting Research and Development Foundation |
Internal Audit Compliance for Corporate Governance Personnel |
6 |
| 2023.11.22 |
Securities & Futures Institute |
112 Annual Insider Equity Transaction Legal Compliance Promotion and Briefing Session |
3 |
|
No major differences.
|
| 5. Does the company establish communication channels with interested parties (including but not limited to shareholders, employees, customers and suppliers), set up stakeholder areas on the company's website, and respond appropriately to important corporate societies of concern to stakeholders? Responsibility issues? |
● |
|
The company instructs the departments including investor relations, stock affairs, human resources, customer service and procurement to communicate with stakeholders, and has contact information of spokesperson and relevant business departments on the company website to maintain good communication channels and provide timely and effective response to stakeholders. |
No major differences. |
| 6. Does the company appoint a professional stock agency to handle the affairs of the shareholders' meeting? |
● |
|
The company has appointed the stock affairs agent of SinoPac Securities Corporation to handle the affairs of the shareholders' meeting. |
No major differences. |
| 7. information disclosure |
| (1) Does the company set up a website to expose financial business and corporate governance information? |
● |
|
The Company has set up the company website (https://allcosmos.com/zh-tw) and disclosed financial business and corporate governance information for investors to understand the inquiry. |
No major differences. |
| (2) Does the company adopt other methods of information disclosure (such as setting up an English website, designating a person to be responsible for the collection and disclosure of company information, implementing the spokesperson system, and placing the company website during the legal person briefing process)? |
● |
|
The Company has assigned personnel to be responsible for information collection and disclosure, and has selected suitable personnel to serve as spokespersons and deputy spokespersons. |
o major differences. |
| (3) Does the company announce and declare the annual financial report within two months after the end of the fiscal year, and announce and declare the first, second and third quarter financial reports and the monthly operating situation within the prescribed deadline? |
● |
|
The company complies with relevant laws and regulations to announce financial reports and monthly operating conditions within the prescribed time limit. |
No major differences. |
| 8. Does the company have other important information that helps to understand the operation of corporate governance (including but not limited to employee rights, employee care, investor relations, supplier relationships, stakeholder rights, directors and supervisors' training, the implementation of risk management policies and risk measurement standards, the implementation of customer policies, the company's purchase of liability insurance for directors and supervisors, etc.)? |
● |
|
- Employees' rights and interests: The company has established employee codes in accordanc with the law, as the basis for the company and employees to protect the legitimate rights and interests of employees.
- Employee care: Establish an employee welfare system and an education and training system, and hold activities not on a regular basis.
- Investor relationship: The company values shareholders' rights and interests and reveals operating results and long-term strategies through accurate, timely and transparent information disclosure, from annual reports, financial statements signed by accountants, shareholders' meetings and legal person briefings, etc. Investors could understand the operating conditions through above mentioned ways.
- Supplier relationship: The company maintains long-term good relations with suppliers.
- Rights of interested parties: The company has a company website and a spokesperson to provide opinions to stakeholders to safeguard their rights and interests.
- The situation of directors and supervisors for further study: The directors of the Company have been regularly studied according to the regulations.
- Implementation of risk management policies and risk measurement standards: Various internal regulations are formulated according to law to conduct various risk management and evaluation.
- Implementation of customer policy: The company maintains a stable and good relationship with its customers.
- The company purchased liability insurance for directors and supervisors: The company has purchased liability insurance for directors.
|
No major differences. |
