The Board of Directors (the Board) of Accton Technology Corporation objectively exercise the director’s authority, with a goal of maximizing the long-term benefits of Accton and all shareholders. As the establishment of independent directors is considered as an important investment guideline by many domestic and foreign institutional investors, and key stakeholders; Accton continues to comply with the principles of corporate governance. The Board is elected by all shareholders, and functional committees are established to strengthen the Board’s function. Accton strictly adheres to the principles to ensure the rights and interests of shareholders.
Enhancing the Board’s Functions
The Board consisted of nine directors in 2017, including two independent directors (22%) to enhance the Board’s independence and diversity, who oversaw Accton’s strategic and business plans. A Board meeting was held at least once every quarter; a total of five meetings in 2017, with an average attendance rate of approximately 89%. The Chairperson, Mr. Yen-Sung Lee, was responsible for enhancing corporate governance and presiding at the Board meetings. Based on the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, the criteria for the composition of the Board should include experience and expertise in operational assessment and management, accounting and financial analysis, crisis management, industry related knowledge, global marketing, leadership, and decision making.
Adhering to the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies, Accton planned courses for continuing education for the Board. In 2017, course topics covered (1) Corporate Management Decision Making and Legal Risk Management; (2) Internal Share Ownership Regulations, Restrictions and Risk Analysis. The Board fulfils the principles of corporate governance, as it supervises operational results, discusses important strategies and issues, including economy, environment, social impact, risks and opportunities. Important announcements made by the Board are immediately released on the Market Observation Post System website by the Taiwan Stock Exchange and Accton’s official website. Meanwhile, Accton’s articles of incorporation, and the Regulations Governing Procedure for Board of Directors Meetings are disclosed for foreign and domestic investors to look up remuneration of directors, Board operation, and the avoidance of conflict of interests. The Board consists of a Remuneration Committee and Supervisors who are independent directors and scholars.
The Remuneration Committee consists of two independent directors and one expert, presided by Mr. Chih-Ping Chang, the independent director. Two meetings were held in 2017 and the attendance rate was 100%. The committee assess and review the performance of directors, supervisors and managerial officers, remuneration policy, systems, standards, and structure.
In compliance with Securities and Exchange Act, three supervisors were appointed, five meetings were held, and the attendance rate was 93%. The supervisors oversee financial statements, independence, hiring or dismissal of certified public accountants, the efficacy of internal control systems, compliance with applicable laws and regulations, and the management of risks. Furthermore, Accton plans to establish an audit committee in 2018 to implement internal audit and risk management.
Integrity and Honesty
Accton abides by the regulations of Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and Taiwan Stock Exchange’s Corporate Governance Evaluation System. Hence, Accton established internal regulations of Corporate Governance Best Practice Principles, Accton’s Code of Ethics and Business Integrity, and Accton Management for the Prevention of Insider Trading. The Board and managerial officers are committed to implement and maintain the Code of Ethics and Business Integrity in internal management and commercial activities. No incidents of operational issues, employee violating the Code of Ethics and Business Integrity, or illegal activities were reported in 2017.