Roles and Responsibilities of the Board of Directors

1. The Company’s Board of Directors has duties to establish the Company’s principle policy and direction and to monitor the Corporate General Affairs to effectively comply with the Company’s policy for the highest benefit of the Company and the Shareholders with transparency and fairness under the legislative and regulatory frameworks, the code of business conduct, social and environmental awareness as well as the relevant standards in both domestic and international.
2. The Company’s Board of Directors has duties to establish the Company’s vision, business plans and budgets and to continuously supervise management team to proceed in compliance with the prescribed plan and budget in order to ensure effective and efficient implementation to maximize the economic value of the business and to review the Company’s vision and business plan at least once a year.
3. The Company’s Board of Directors shall establish a Business Ethics Guideline of the Company for compliance by the Board of Directors, Executives, Employees and all staffs together with the Company’s rules and regulations for fairness to all relevant persons.
4. The Company’s Board of Directors shall fully perform their duties with knowledge and ability and also be responsible for their own decision with independent discretion based on honesty, carefulness and diligence in considering the highest benefit of the Company and the fairness to all Shareholders.
5. The Company’s Board of Directors has a duty to approve any financial transaction on the Company’s investment in considering the highest benefit of the Company and the fairness to all relevant persons.
6. The Company’s Board of Directors shall arrange for accounting system, financial report, accounting audit, internal controls and reliable internal audit. In addition, the Board shall also regularly review the internal control and internal audit systems for the efficiency and effectiveness.
7. The Company’s Board of Directors shall omit or avoid participating in any business which has interest with the Company’s business or potentially cause conflict of interest with the Company. In addition, the Board shall inspect the conflict of interest solution and connected transaction.
8. The Company’s Board of Directors shall arrange for the Company’s Secretary to provide legal and regulatory advice required by the Board for acknowledgement and for the Board and the Company to comply with any enforceable law and regulation.
9. The Company’s Board of Directors shall regularly arrange for review and evaluation of the Board’s self - performance as a whole and an individual every year. The Board shall jointly consider their operational result and problems in order to reflect the efficiency of their performance and seek improvement.
10. The Company’s Board of Directors has the duty of conducting the annual performance appraisal and determining the annual compensation for the Group Chief Executive Officer
11. The Company’s Directors has a duty to attend the Board of Directors’ Meeting and every Shareholders’ Meeting. If there is any important task and could not attend the meeting, notification to the Chairman shall be made.
12. The Company’s Board of Directors shall arrange for an assessment on compliance with the Company’s Corporate Governance and Code of Conduct at least once a year.
13. The Company’s Board of Directors has the duty to oversee and promote the creation of innovation as well as the implementation of such innovation and associated technology, so as to achieve the overall capabilities and competitiveness of the Company in a sustainable manner and based on its positive corporate responsibilities towards society and the environment.
14. The Company’s Board of Directors has the duty to determine the Corporate Governance Policy for its subsidiary companies, as well as to appoint to such subsidiaries various persons to be directors, management members or persons having a controlling authority, and to establish the appropriate internal controls system.
15. The Company’s Board of Directors has the duty to encourage ongoing development of directors on a regular basis - such as, through attending training programs and seminars, or making overseas business visits.
16. The Company’s Board of Directors oversees that there are succession plans in place, so as to be prepared for persons to succeed to director positions together with the Group Chief Executive Officer/ Managing Director and other senior management positions, as well as that the Group Chief Executive Officer/ Managing Director reports on the progress of this issue according to agreed succession plans to the Board of Directors at least once a year.
17. The Company’s Board of Directors should oversee to ensure that the management group reviews and develop measures in overseeing the use of various resources to be effective and efficient - such as: financial resources, production resources, intellectual property resources, human resources, social resources and associated relationships, and natural resources – through keeping in mind the ever-changing internal and external business factors.
18. The Company’s Board of Directors has the duty to determine the Anti-Corruption Policy and associated operating guidelines, as well as to promote and instill into all the Company personnel the need for full compliance with all relevant applicable laws and associated rules and regulations.
19. The Company’s Board of Directors should oversee and ensure that the disclosure of information, including company financial reports and statements, Annual Report and Form 56-1, accurately reflects the financial status and operating performance results of the Company in an adequate manner, as well as support that the Company discloses a Management Discussion and Analysis (MD&A) report as part of disclosing its financial statements every quarter. Furthermore, in the event that a disclosure is to be made specifically concerning any one director in particular, then the director in question should ensure that such a disclosure should be fully comprehensive and accurate.
20. The Company’s Board of Directors has the duty to oversee that the management group monitors and assesses the financial status of the business so as to report to the Board of Directors on a regular basis. In the event that the Company faces or has the potential to face any associated financial issue or problem, then the Board of Directors has the duty to ensure that the Company determines a plan for overcoming and surviving the financial problem in question and/ or for looking after the interest of all stakeholder groups.
21. The Company’s Board of Directors has duties and responsibilities towards the shareholders and for conducting the business of the Company for the benefit of its shareholders, as well as for holding a Shareholders Meeting in accordance with the law and applicable regulatory requirements so as to facilitate shareholders to be able to exercise their respective rights.