2.3 Management/Directors

Board Members (2-9)

The board of directors is the highest governance body in the sustainable governance structure of TransAct, and the president is responsible for operational decisions and risk management of the company. In order to continuously improve management and seek innovation and excellence, the highest governance body has a high level of sustainability knowledge and business skills to lead the company forward; and having a well-defined organizational structure ensures that the company's overall development can be carried out efficiently and effectively, which enabling sustainable development goals to be sustained and expanded.

Nomination and Selection of the Highest Governance Body (2-10)

The selection of the board of directors is based on Article 192-1 of the Corporation Act; it takes into account not only professional competence, but also personal reputation for ethical behavior and leadership. The Company strictly compiles the election nomination criteria, qualification, personnel restrictions and election process.

Based on the characteristics of the industry and corporate strategic planning, the selection of the highest governance body should integrate the perspectives of multiple stakeholders, maintain diversity in the analysis and response to the overall market impact on the organization, include the independent thinking and judgment ability of the members in the selection criteria, have multiple professional abilities and perspectives and be able to effectively grasp the future trend development and characteristics.

Chair of the Highest Governance Body (2-11)

The chair of the board of directors, who is also the president, is the highest governance body of the company. Since the highest governance position and functions are of great professionalism and necessity to the development and business of the company, in order to ensure the independence of the decisions, the election and governance rules will be based on Article 206 of the Corporate Act. When the directors have their own interests in the matters of the meeting, they should state the important contents of their own interests at the current board meeting.

After the president makes a resolution for the function of the management, when the directors' own interests conflict with the resolution, they may follow Article 178 of the Corporate Act to avoid and mitigate any conflict of interest and related risk by eliminating any influence on the independence of the highest governance body of the company or any preventive measures that affect the occurrence of such a situation.

Conflicts of interest (2-15)

In order to strengthen the company's governance structure and rights, the shareholder selection mechanism is based on the relevant functional background and professional ability of the candidates. The president shall exercise the authority and consolidate and assign the related sustainability strategy to the authority group at regular semi-annual meetings. In each shareholders' meeting, the relevant stakeholders shall be evaluated and informed two weeks in advance of the meeting in order to prevent the interests of the stakeholders from being compromised. At the meeting, the company shall take the initiative to inform the board of directors of any intersect holdings with suppliers or other interested parties, and keep the minutes of the annual meeting.

Collective Knowledge of the Highest Governance Body (2-17)

According to the president's own professional knowledge and more than 20 years of international experience, she invites related experts and scholars to hold seminars on industry, government, academia and research as well as courses on topics related to the development of sustainability, and from time to time, she arranges for internal colleagues to pursue international certification courses on environmental, social and economic issues. In addition to interactive learning through background and skills, the team is ready to provide practical experience to each other to strengthen internal management energy. Moreover, we also update the latest global industry news on the company website. At the end of the year, we make adjustments to our annual strategy for sustainable development in accordance with our annual plan to move toward our mission and vision.

 Evaluation of the Performance of the Highest Governance Body (2-18)

The highest governance body of TransAct is the president. It is expected that relevant external professional and independent organizations will be invited to conduct a performance evaluation in Q2 2023. In order to ensure that the highest governance body and all employees of the company are aware of the corporate sustainability culture and the implementation of sustainability goals and plans, the company establishes an anonymous feedback procedure for internal employees (excluding the highest governance body), and at the end of each year, employees are invited to give feedback on the company's overall management practices and intrinsic values through the principle of multi-level performance evaluation. At the same time, the feedback from each employee is summarized in the annual employee performance report and posted on the company's internal website, so that all internal stakeholders can have a quicker and clearer insight into whether the actions taken after each evaluation have led to a continuous improvement in organization's practical performance. 

 

Management (2-13)

※ 100% of the manpower in the table are local residents in Kaohsiung City (202-2). In addition to providing more employment opportunities for local residents, the concept of sustainable development of TransAct has also been introduced to the city.