Corporate Governance
Practices of the Board of Directors
Meetings frequencies, attendance records and major assessments on the performance of the responsibilities and duties of the Board of Directors and other required information are duly recorded as below
For the latest fiscal year, 6(A) Board meetings were convened, and attendance recorded below:
1: Where the director or supervisor is a legal person, the name of the legal person shareholder and the name of his representative shall be disclosed.
2: Should a member of the Board resign before the end of the fiscal year, the date of resignation shall be indicated, and the actual attendance rate (%) shall be calculated based on the number of meetings of the Board of Directors during their tenure and the actual number of meetings in attendance.
Should a member of the Board be re-elected before the end of the fiscal year, the name of both the new and incumbent Board member should be duly recorded, including their previous/new roles and the actual date of election/re-election. The actual attendance rate (%) shall be calculated based on the number of meetings of the Board of Directors during their tenure and the actual number of meetings in attendance.
＊Should a member of the Board resign before the end of the fiscal year, the date of resignation shall be indicated, and the actual attendance rate (%) shall be calculated based on the number of meetings of the Board of Directors during their tenure and the actual number of meetings in attendance.
＊Should a member of the Board be re-elected before the end of the fiscal year, the name of both the new and incumbent Board member should be duly recorded, including their previous/new roles and the actual date of election/re-election. The actual attendance rate (%) shall be calculated based on the number of meetings of the Board of Directors during their tenure and the actual number of meetings in attendance.
The operations of the Salary Compensation Commission
The Remuneration Committee of the Company consists of 3 members: The current term of office of this committee will last from August 2, 2017 to June 29, 2020. For the most recent fiscal year, the remuneration committee convened twice (A), and attendance records are as follows:
1: Should a member of the remuneration Board resign before the end of the fiscal year, the date of resignation shall be indicated, and the actual attendance rate (%) shall be calculated based on the number of meetings of the Board of Directors during their tenure and the actual number of meetings in attendance.
Should a member of the remuneration Board be re-elected before the end of the fiscal year, the name of both the new and incumbent Board member should be duly recorded, including their previous/new roles and the actual date of election/re-election. The actual attendance rate (%) shall be calculated based on the number of meetings of the Board of Directors during their tenure and the actual number of meetings in attendance.
Communication with the Governance Board:
Procedures for Communication between independent directors, internal audit supervisors, and accountants.
- Independent directors and accountants shall communicate regularly each year. Accountants shall report to the Board directors and independent directors on the company's financial status, overall business operations and internal control check, and fully communicate whether there are any major adjustment entries or whether the latest legal amendments shall affect the current accounts. Meetings may be called at any time under extraordinary circumstances.
- Internal audit supervisors and independent directors shall meet at least once every quarter to report on the internal audit status and internal control measures of the company; Meetings may be called at any time under extraordinary circumstances.
Corporate Governance Best Practice Principles.
RAC has formalized and disclosed a code of conduct on corporate governance in line with the requirements under “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” of the Taiwan Stock Exchange.
Corporate Social Responsibility
- Strict adherence to laws, regulations, and business ethics, with a comprehensive management system, structured business operations for sound corporate management.
- The company will provide a safe, comfortable, healthy and happy work environment for all employees, with a clear vision and goal for personal talent development and enhancement of team competitiveness.
- Key target indicators are achieved through on the job training programs that are structured on the core competency assessment of each department.
- Continuous innovation is core to enhancing our competitiveness, in order to maximize shareholder value.
- mplement environmentally-friendly measures to reduce carbon footprint, such as deploying energy-efficient and low energy consumption product designs and manufacturing.
- Take care of the community, and encourage employees to participate in social philanthropy activities to create a more caring and warm society.
- Ensure customers, vendors, and employees work amicably on the long term towards mutual benefit and growth in a symbiotic relationship.
Implementing integrity in management
- The company shall conduct credit investigations and credit line control measures on transaction counterparts, and the contract should also state that the transaction shall be conducted in good faith.
- The Chairman's Office is to promote corporate integrity, and the audit office is invited to attend the Board of Directors meetings.
- Shall a conflict of interest event arise, the company shall accept statements and endeavor to intervene and resolve the conflict.
- The company has established an effective accounting system and internal control system for the implementation of integrity management, and internal audit personnel shall conduct irregular audits.
- The company has planned internal and external seminars and workshops on integrity management.
Major Shareholder List
Shareholders with over 5% shareholdings in the company or the top ten shareholders by shareholding ratio or share count are disclosed below
| Shareholder Name |
Shares |
Ratio |
| Mobiletron Co.,Ltd |
33,009,684 |
47.16% |
| Tsai YiJung |
7,182,000 |
10.26% |
| Xingao Plastics Co., Ltd. |
4,838,750 |
6.91% |
| Tsai WenJeng |
1,087,566 |
1.55% |
| IRON FORCE INDUSTRIAL CO., LTD. |
1,000,000 |
1.43% |
| Hongxing Investment Co., Ltd. |
900,000 |
1.29% |
| Tsai WanShan |
850,000 |
1.21% |
| Tsai FenFen |
705,500 |
1.01% |
| Yang JenJou |
674,000 |
0.96% |
| Tsai ChengFu |
621,566 |
0.89% |
Corporate Governance Personnel (incl. concurrent posts)
The Chairman's Office of the company is responsible for matters related to corporate governance. To protect shareholders' rights and strengthen the functions of the Board of Directors, the main duties are to provide directors and independent directors with the information needed to conduct business, assist directors and independent directors to follow the laws and regulations, and handle matters related to the Board of Directors and shareholders' meeting in accordance with the law.。
Assist independent directors and directors of the Board in performing their duties, providing the required information and arranging further training:
- Regularly notify Board members about legal revisions and amendments relevant to the company's business scope and the latest laws and regulations related to corporate governance.
- Review confidentiality levels of relevant information and provide company information as required by directors to maintain smooth communication between directors, general management, and business executives.
- Independent directors shall assist in arranging relevant meetings with internal audit supervisors or auditing accountants in accordance with the company’s Code of Corporate Governance to understand the company's financial and operational state of business.
- Assist independent directors and directors of the Board in scheduling and organizing annual course plans taking into account the company's industry and the background of directors' experiences.
Ensure the Board of Directors and shareholders' meeting in in line with legal requirements:
- Report the company's corporate governance operations to the Board of Directors and independent directors, and confirm whether the company's shareholders' meeting and Board meetings meet the requirements set forth by relevant laws and corporate governance rules.
- Assist and remind the directors of the rules that should be followed when performing business or making a formal resolution during Board meetings, and provide informed suggestions when the Board of Directors make a potentially unlawful resolution.
- After the meeting, the corporate governance personnel will be responsible for checking the release of major information of important resolutions of the Board of Directors, ensuring the legality and correctness of the content, so as to ensure transparency in providing information to investors and shareholders.
Maintaining investor relations: Arrange for directors to communicate with major shareholders, institutional investors or general shareholders as required, so that investors can obtain sufficient information to evaluate the company's reasonable capital market value and adequately protect shareholders' rights.
The meeting agenda of the Board of Directors shall be notified to the directors seven days in advance, the meeting shall be convened and the relevant materials for the meeting shall be distributed. If certain issues need to be avoided in light of possible conflict of interest, prior notice will be given, and the minutes of the Board meeting shall be completed within 20 days after the meeting.
Handle the pre-registration of the date of the shareholders' meeting in accordance with the law, make a notice of the meeting, compile the meeting booklet within the statutory time limit and file a change of record with relevant parties should the charter be revised or in the event of a re-election of the Board of Directors.
