Operating Status of Corporate Governance

次收合標題

I. Has the Company established and disclosed the Corporate Governance Best Practice Principles in accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies"?

Yes	No	Summary	Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons

	V	The Company is a publicly traded company and has not established Corporate Governance Best Practice Principles. However, the Company is a 100% owned subsidiary of Taishin Financial Holding Co., Ltd. (hereinafter referred to as Taishin FHC). Taishin FHC has established “Corporate Governance Best Practice Principles” to regulate all subsidiaries to jointly comply with the Code of Corporate Governance Practices.	No significant deviation

II. Shareholding structure and shareholders' rights within the Company

Items	Yes	No	Summary	Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons

(I)	Has the Company established and implemented a set of internal procedures to process shareholders' suggestions, queries, disputes and litigations?
(I)		V	The Company is a 100% owned subsidiary of Taishin FHC and its directors and supervisors are appointed by Taishin FHC. In accordance with the Company Act, the board of directors of the Company performs duties of the shareholders' meetings.	No significant deviation
(II)	Is the Company constantly informed of the identities of its major shareholders and their ultimate controllers?
(II)	V		Taishin FHC is the sole shareholder of the Company.	No deviation
(III)	Has the Company established and implemented risk management and firewalls in affiliated companies?
(III)	V		The Company has set up an independent risk management unit to capture market risks, credit risks, operational risks, and other risks in a timely manner in line with the risk control system of Taishin FHC. At the same time, the assets and finances of the Company and its affiliates are managed independently, with a respective of "Procedures for the Acquisition or Disposal of Assets" to regulate management rights and responsibilities. In addition, with the implementation of the internal control system and the appointment of CPAs to perform regular audits, the relevant risk control mechanisms and firewalls have been appropriately established.	No deviation
(IV)	Does the Company establish internal regulations prohibiting insiders from utilizing undisclosed information in the market to trade in securities?
(IV)	V		The Company has established the "Management Guidelines on Brokered Trading of Securities by Insiders" and the "Management Guidelines on Futures Trading by Insiders and their Spouses" to oversee unlawful use of undisclosed information by insiders or conflicts of interest with the Company or customers.	No deviation

III. Composition and duties of the board of directors

Items	Yes	No	Summary	Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons

(I)	Does the board of directors formulate and implement diversity policy and specific management goals?
(I)		V	The directors and supervisors of the Company are appointed by Taishin FHC with reference to their academic background, experience and professionalism. The duties and responsibilities of the board of directors are in accordance with the Company's “Articles of Incorporation”. The 13th board of directors of the Company consists of a total of 10 members, including 2 independent directors, 2 supervisors and 2 female directors. The Company emphasizes gender equality in the composition of the board of directors and focuses on the board diversity.	No significant deviation
(II)	Apart from the Remuneration Committee and Audit Committee, has the Company assembled other functional committees at its own discretion?
(II)		V	The Company has established the Risk Management Committee.	No significant deviation
(III)	Does the Company have board of directors performance evaluation guidelines and evaluation methods in place, perform the evaluations periodically on a yearly basis, report the evaluation result to the board of directors, and use such result as a reference for the determination of remuneration for each director and the nomination and appointment of directors?
(III)	V		The Company conducts annual evaluations in accordance with Article 5 of Taishin FHC's "Management Guidelines on Performance Evaluation of Employees Assigned to Subsidiaries".	No deviation
(IV)	Does the Company conduct regular assessments on the independence of its CPAs?
(IV)	V		The Company assesses the independence of its CPAs annually before entering into appointment letters with CPAs.	No deviation

IV. Does the TWSE/TPEx listed company appoint competent corporate governance personnel in an adequate number, and appoint a Chief Corporate Governance Officer to be responsible for corporate governance practices (including but not limited to providing information necessary for directors and supervisors to perform their duties, aiding directors and supervisors in complying with the laws, organizing board meetings and shareholders' meeting as required by law, and compiling minutes of board meetings and shareholders' meeting)?

Yes	No	Summary	Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons

V		The Company is not a TWSE/TPEx listed company. However, the Company has appointed chief corporate governance officer, and the Strategy and Planning Department assists in corporate governance practices (providing information necessary for directors and supervisors to perform their duties, aiding directors and supervisors in complying with the laws, organizing board meetings and shareholders' meeting as required by law, and compiling minutes of board meetings and shareholders' meeting).	No deviation

V. Has the Company established a communication channel and set a designated section on its website for stakeholders (including but not limited to shareholders, employees, and customers), and does it properly respond to corporate social responsibility issues of concern to stakeholders?

Yes	No	Summary	Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons

	V	The Company has a spokesperson and an acting spokesperson to serve as communication channels with stakeholders. Although the Company does not have a dedicated stakeholder section on its website, important corporate social responsibility issues of concern to stakeholders are disclosed on the Company's website.	No significant deviation

VI. Does the Company appoint an agent for stock affairs to handle the matters related to shareholders' meeting?

Yes	No	Summary	Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons

	V	The Company is a 100% owned subsidiary of Taishin FHC. Therefore, in accordance with the Company Act, the board of directors of the Company performs duties of the shareholders' meetings.	No significant deviation

VII. Disclosure of information

Items	Yes	Summary	Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons

(I)	Has the Company established a website that discloses financial, business, and corporate governance-related information?
(I)	V	The Company has established a website that discloses financial, business, and corporate governance-related information. (URL: www.tssco.com.tw)	No deviation
(II)	Has the Company adopted other means to disclose information (e.g., English website, assignment of specific personnel to collect and disclose corporate information, implementation of a spokesperson system, broadcasting of investor conferences via the Company website, etc.)?
(II)	V	The Company discloses financial information on the MOPS, and has dedicated personnel to handle the disclosure of material information and the reporting of public information online. In order to implement the spokesperson system, the Company also has a spokesperson and an acting spokesperson to make public statements.	No deviation
(III)	Does the Company make public and file the annual financial reports within two months after the end of the fiscal year, and make public and file its financial reports for Q1, Q2, and Q3, as well as monthly operating status before the deadline?
(III)	V	The Company announces and files its annual financial reports, financial reports for Q1, Q2, and Q3, as well as monthly operating status before the deadline in accordance with the regulations.	No deviation

VIII. Does the Company have other material information that enables a better understanding of the Company's corporate governance practices (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholders' rights, continuing education of directors/supervisors, implementation status of risk management policies and risk measurements, implementation status of customer policy, and liability insurance coverage of Company directors and supervisors, etc.)?


Yes	No	Summary	Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons
V		Employee rights and care for employees: We believe that satisfied employees are the key to satisfied customers. The Chairman and the management have long dedicated themselves to building a work environment characterized by respect, care, support and self-motivated growth. By organizing various events and providing communication channels and learning resources, employees are given the chance to work in a humane, respectful and progressive environment, and to grow simultaneously with Taishin Holdings free from any unnecessary worries. The Company respects the opinions of its employees and establishes communication channels. Group-wide surveys: All employees are invited to participate in online surveys as a means of formal employer-employee communication. The survey also helps to raise the level of employee engagement within Taishin Holdings. Morning meetings: These meetings are organized to discuss business process re-engineering, key projects, and to recognize employees who have displayed the values of Taishin in their work. Through communication, the Company can explain the background of and reasons for the new initiatives to employees in order to align employees with the corporate culture and values. Caring for employee happiness Employee assistance program: Taishin Holdings engages specialists from Teacher Chang Foundation to help employees resolve their problems outside of work. Employee Welfare Committee: Organizes employee birthday celebrations, travel, hiking and ball games every year to enhance the cohesiveness of employees. Status of directors' and supervisors' continuing education: The Company arranges continuing education on corporate governance, depending on the needs of the directors and supervisors. Risk management policy and risk assessment standards: The Company has established the Risk Management Committee, which meets regularly on a monthly basis. During the meeting, the Risk Management Unit will compile reports on the implementation status of the Company's various risk mechanisms. After considering the overall risk compilation and analysis report, the Risk Management Committee will reflect the implementation status of risk management to the board of directors in a timely manner, and propose any necessary improvements to ensure the effective implementation of the Company's risk policy. Status of purchase of liability insurance by the company for directors and supervisors: The company is insured against liabilities of its directors and supervisors. These insurance policies are reviewed on a yearly basis to ensure adequate coverage.	No deviation

Yes

Summary

Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons

Employee rights and care for employees:

We believe that satisfied employees are the key to satisfied customers. The Chairman and the management have long dedicated themselves to building a work environment characterized by respect, care, support and self-motivated growth. By organizing various events and providing communication channels and learning resources, employees are given the chance to work in a humane, respectful and progressive environment, and to grow simultaneously with Taishin Holdings free from any unnecessary worries.

The Company respects the opinions of its employees and establishes communication channels.
Group-wide surveys: All employees are invited to participate in online surveys as a means of formal employer-employee communication. The survey also helps to raise the level of employee engagement within Taishin Holdings.
Morning meetings: These meetings are organized to discuss business process re-engineering, key projects, and to recognize employees who have displayed the values of Taishin in their work. Through communication, the Company can explain the background of and reasons for the new initiatives to employees in order to align employees with the corporate culture and values.
Caring for employee happiness
Employee assistance program: Taishin Holdings engages specialists from Teacher Chang Foundation to help employees resolve their problems outside of work.
Employee Welfare Committee: Organizes employee birthday celebrations, travel, hiking and ball games every year to enhance the cohesiveness of employees.
Status of directors' and supervisors' continuing education: The Company arranges continuing education on corporate governance, depending on the needs of the directors and supervisors.
Risk management policy and risk assessment standards: The Company has established the Risk Management Committee, which meets regularly on a monthly basis. During the meeting, the Risk Management Unit will compile reports on the implementation status of the Company's various risk mechanisms. After considering the overall risk compilation and analysis report, the Risk Management Committee will reflect the implementation status of risk management to the board of directors in a timely manner, and propose any necessary improvements to ensure the effective implementation of the Company's risk policy.
Status of purchase of liability insurance by the company for directors and supervisors: The company is insured against liabilities of its directors and supervisors. These insurance policies are reviewed on a yearly basis to ensure adequate coverage.

No deviation

IX. Please describe improvements, priority for improvement, and measures based on the most recent Corporate Governance Evaluation results published by the Corporate Governance Center of Taiwan Stock Exchange.

It is not applicable as the Company is not a TWSE/TPEx listed companyand is not included in the evaluation.

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