By instating on self-disciplining with the law and the highest ethical standard, we emphasize governance and business transparency. Over the years, the "Corporate Governance Evaluation" and "Information Disclosure Evaluation" have credited our efforts. Internally, we have established the "Ethical Corporate Management Best Practice Principles" and "Merry Electronics Code of Business Conduct and Professional Ethics" for employees to understand the required conduct and attitude under ethical business practice in order to protect the rights and benefits of investors and other stakeholders.
Governance Organization
Based on the business management and operation of the Company, four functional teams and two functional committees were established under the Board; they are responsible for the discussion of material topics related to economy, environment, society, and risk management in accordance with their duties and reporting to the Board.
Board composition and operation
The Board is the highest governance body of Merry Electronics. Directors are nominated and elected with respect to the “Directorial Election Regulations” by adopting the candidate nomination system. In consideration of overall Board composition and ensuring the diversification of Board members, Directors are equipped with the knowledge, skills, and competencies required for carrying out their duties, including business judgment ability, accounting and financial analysis ability, business administration ability, crisis management ability, industry background knowledge, global market view, leadership, and decision-making ability, to make an impartial judgment of the Company’s operational strategies.
Currently, there are a total of nine Board members, including six Directors and three Independent Directors, who are outstanding professionals with extensive industrial experiences; they were elected at the annual shareholders’ meeting on June 15, 2022, with a term of office of three years. The operation of the Board is compliant with the “Rules of Procedures of Board Meetings.” A Board meeting is held at least once every quarter. In 2022, a total of six Board meetings were convened. Board members are highly self-disciplined; if they have a personal interest in any proposal, they recuse from voting according to the recusal system due to conflicts of interest in the “Rules of Procedures of Board Meetings.” The average hours of Directors participating in training related to corporate governance and sustainable corporate governance were 9.7 hours, and the Company continued to improve Directors’ professional knowledge through diverse programs to fully exert business decision-making and supervisory functions. Other Board operations, including the minutes of Board meetings, Director attendances, recusals due to conflicts of interest, status of further education of Directors, cross-shareholding with stakeholders, existence of shareholders with the power of control, related party transactions, and other information, the background data, education attainment, concurrent positions in other companies, independence of Independent Directors, and the operation of all functional committees have been disclosed in the Company’s annual report and the Company’s website; annual reports and relevant information are accessible from the Market Observation Post System (MOPS) and our corporate website.
Impact management for sustainable topics
To effectively exert the functions of the Board and advance the decision-making quality of the Board, it is stated that procedures related to crucial and material topics in the course of operations shall be reported to the Board regularly or from time to time. The summary of partial relevant management rules is set out in the table below.
| Corporate Governance Best Practice Principles |
Evaluate the independence and adequacy of CPAs each year and report to the Board regarding the evaluation results |
| Sustainable Corporate Development Best Practice Principles |
The Sustainable Development Promotion Team shall regularly report to the Board regarding the proposal and implementation of sustainable development policies, systems, or relevant management policies and substantial promotion plans. |
| “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Corporate Management” |
The Ethical Corporate Management Team shall report the implementation status of ethical corporate management at least once a year. |
| Information Security Management Handbook |
The Information Security Promotion Team shall report to the Board regarding the information security achievements and items at least once a year. |
| Risk Management Procedures |
The Risk Management Team shall compile and report the risk management implementation status of the Company at least once a year. |
| Procedures for Audits on Internal Control System |
Execute regular audits based on the annual audit plan. |