EPISTAR | Investor Relations
HomeInvestor RelationsCorporate Governance
Corporate Governance
Board of Directors | Board Committees | Organization | Internal Audit | Major Internal Policies
 
 

EPISTAR advocates and acts upon the principles of operational transparency and respect for shareholder rights. We believe that one basis for successful corporate governance is a sound and effective Board of Directors. In line with this principle, the EPISTAR Board delegates various responsibilities and authority to two Board Committees, Audit Committee and Compensation Committee. Each Committee has a written charter approved by the Board. Each Committee’s chairperson regularly reports to the Board on the activities and actions of the relevant committee. The Audit Committee and Compensation Committee consist solely of independent directors.

 

1. Shareholding Structure and Shareholders' Rights

 
  • 1.1 Ways of handing shareholders' suggestions or disputes
    The related operations would be handled by the Spokesperson pursuant to the relevant laws and important
    regulations.
  • 1.2 The Company' possession of major shareholder' list and the list of ultimate owners of these major shareholders
    The professional shareholder service agent would be responsible for handling it, and controlling the information about
    shares held by insiders according to the information about changes of insiders’ equity on a monthly basis.
  • Shareholders

    Total Shares Owned

    Ownership (%)

    BNP Paribas Arbitrage S.N.C.

    67,306,670

    6.18%

    Evenstar Master Fund SPC

    49,923,000

    4.59%

    Nan Shan Life Insurance Co., Ltd.

    25,704,000

    2.36%

    BlackRock Global Funds - Asian Dragon Fund

    23,776,000

    2.18%

    Cathay Life Insurance Co., Ltd.

    18,270,670

    1.68%

    Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.

    17,964,000

    1.65%

    Nomura International plc

    17,892,000

    1.64%

    Mercuries Life Insurance Co., Ltd.

    17,244,000

    1.58%

    Vanguard Emerging Markets Stock Index Fund, A Series Of Vanguard International Equity Index Funds

    16,291,180

    1.50%

    SinoPac capital Asia Company Investment Account

    14,500,000

    1.33%

    Note: The record (base) date is the date on which transfer is suspended, i.e., April 23, 2018, the total Issued shares is 1,088,701,410 shares.

  • 1.3 Risk management mechanism and fire wall between the company and its affiliates
    The responsibilities between the Company and its affiliates was defined clearly and definitely. The investment projects
    was handled in accordance with the regulations governing long-term and short-term investment and the internal
    control system and related laws and regulations to control the financial and operating information from time to time.
    Meanwhile, the motion for lifting the non-competition restrictions on directors and managers was submitted to the
    shareholders’ meeting and directors’ meeting for resolution.
 

2. Board Structure and Responsibilities

 

The Company shall have 9 to 15 directors to be elected at a shareholder’s meeting through nominating system from persons of legal capacity to serve a term of three years. The Company’s 9th term of Directors has 9 directors (Including three Independent Directors).

 
  • 2.1 The diversification policy for the composition of its Board of Directors
    Board diversity policy and status of implementation thereof, please click here.
  • 2.2 Audit Committee
    The company establish an R.O.C. Audit Committee pursuant to the R.O.C. Securities and Exchange Act to replace
    the supervisors. The R.O.C. Audit Committee is composed of all independent directors.
  • 2.3 Regular evaluation of external auditors' independence
    The Company has assigned eminent accounting firms and accountants who do not have any interests with the
    Company to keep their independence. The motion for evaluation on the independence, eligibility, and contents of
    service and remuneration 2017 about appointment of Ya-Huei Cheng and Chin-Cheng Hsieh, CPAs conducted by
    the Company once a year was approved upon resolution of the Audit Committee and board of directors on August
    8, 2017.
    The evaluation procedure for independence and eligibility is summarized as following:
    • 2.3.1 The CPA has no direct or indirect financial interest relationship with the Company.
    • 2.3.2 The CPA has no financing or guarantee relationship with the Company or the Company’s directors.
    • 2.3.3 The CPA has no close business relationship and potential employment relationship with the Company.
    • 2.3.4 The CPA and its audit team members do not hold, or didn’t hold in the most recent two years, the position as director or managerial officer of the Company or any position that has significant influence on the audit.
    • 2.3.5 The CPA doesn’t provide any non-auditing services that might affect the audit directly.
    • 2.3.6 The CPA doesn’t act as a broker of the stock or other securities issued by the Company.
    • 2.3.7 The CPA doesn’t act as the Company’s advocate, or settle the dispute between the Company and a third party on behalf of the Company.
    • 2.3.8 The CPA has no kinship relationship with any of the Company’s directors or managerial officers, or any persons who hold the position that might affect the audit materially.
  • 2.4 Descriptions of the communications between the independent directors, the internal auditors, and the independent auditors in 2016 and 2017:Please click here.
 

3. The company's communication with its stakeholders

 

The Company has established the stakeholder section. For the time being, the Company identifies 6 major stakeholders, including employees, shareholders/investors/bank, corporate accounts, contractors/suppliers, governmental authorities, Outsourcers, et al., who may keep in touch with the Company or submit any suggestions and complaints via various communication channels.
The stakeholders may click here.

 

4. Implementation of Corporate Governance

 

Please click here.

 

5. Implementation of Social Responsibility

 

Please click here.

 

6. Implementation of Corporate Conduct and Ethics

 

Please click here.

 

7. Information Disclosure

 
  • 7.1 Establishment of corporate website to disclose information regarding the company's financials, business and corporate governance.
    The company provides financial information to the Market Observation Post System regularly and irregularly, and established a contact window in website for investor relationship service.
  • 7.2 Other information disclosure channels (e.g. English website, assign specialist to collect information and disclosure, spokesperson system, the information of corporate briefing be uploaded to company website…..etc.)
    There is a specialist responsible for the collection and disclosure of company information and implementing the spokesman system; please reference to Activity information area for further details of the Information for Corporate Briefing.
 

8. The operation for company to establish nominations or other types of functional committee:

 

Please click here.

 

9. The others

 
  • 9.1 The Company values greatly the labor-employee relation, guides its conduct toward its employees with integrity, and protects the employees’ right according to the Labor Standard Act.
  • 9.2 The Company provides welfare and training systems to establish a mutually trustful and reliable relationship with its employees.
  • 9.3 The Company has designated Spokesperson to manage suggestions from the shareholders.
  • 9.4 The Company keeps good relationships with its suppliers.
  • 9.5 The Company provides the noticeable information of related laws or regulations to its directors.
  • 9.6 The Company has made internal rules according to related laws for risk management and assessment.
  • 9.7 The Company keeps stable and good relationships with its customers to create profits.
  • 9.8 The Company has purchased D&O insurance for its directors, supervisors, and management.