"The core to ECOVE's operations is to create circular use of the precious resources on this planet so that they could be reused and to create value, thereby enhancing the value and utilization of resources.
Circular economy has become a world trend, and as we enter the Age of SDGs, ECOVE will continue to strengthen the correlations between our three major core areas with circular economy SDGs. This will help to formulate ECOVE into a leader of resource cycling in Taiwan, and help us strive toward becoming the most reliable provider of industry-leading 'resource cycling' services."
▼ Areas Covered by Corporate Governance
ECOVE always sees ethical business management as the basic principle of corporate governance, and it is our objective on top of focusing on robust organizational growth and satisfying investors and various stakeholders.
ECOVE's efforts for governance have been widely recognized by external parties over the years. We have scored among top 5% in Corporate Governance Evaluation from the Financial Supervisory Commission (FSC) for five consecutive years, securing our place as a benchmark for business information disclosure and ethical business management. We will continue to uphold ethical management philosophy, value sustainable development, maintain a healthy governance structure, and fulfill our corporate social responsibility.
Composition and functionality of the Board of Directors
The Board of Directors is ECOVE's highest level of decision-making unit. Each term of the Board will serve for three years and election of directors adopts a nomination system. Directors can be reappointed if they are re-elected. The Board is formed by election of 9 directors (including 3 seats of Independent Directors) and is responsible for drafting the Company's business objectives and important strategies.
To implement governance and enhance the functionalities of the Board of Directors, as well as to build performance objectives and reinforce the operating efficiency of the Board, ECOVE's Board of Directors has voluntarily established the "Regulations Governing the Board Performance Evaluation." The Regulations stipulate that the Board shall at least perform one internal Board performance evaluation in each year, and an evaluation from external, professional independent institution or external experts and scholars shall be conducted in at least every three years. Moreover, an annual performance evaluation shall be carried out at the end of each year. Results of the evaluation shall be submitted to the Board of Directors for review and improvement. The internal Board performance evaluation for 2018 has been completed and was submitted to the Board of Directors in March 2019. The internal Board performance evaluation contains five major evaluation aspects and 29 self-evaluation indicators, and all of which have received approval from all directors.
▼ Indicators for the Board of Directors Performance Assessments
Strengthen Functions of the Board of Directors
To prompt the Board of Directors to fulfill supervision, audit, and management mechanism in practice, ECOVE has established an Audit Committee and Remuneration Committee under the Board of Directors. In addition, an internal audit unit has been set up to comprehensively plan and carry out audit tasks. Besides regularly reporting audit tasks to Independent Directors, they also attend Audit Committee and Board meetings for reporting duties.
Internal Control System
"EVOE's internal control system is structured upon the ""Regulations Governing Establishment of Internal Control Systems by Public Companies"" from the Financial Supervisory Commission (FSC). The purpose of which is to promote the healthy management of the Company, and to reasonably ensure the effectiveness and efficiency of operations, as well as reliability, timeliness, transparency, and legal compliance for information reporting.
An Audit Office has been set up under the Board of Directors, which mutually assists the Board of Directors and managers to examine and review the defects in the internal control system and operating performance as well as provide recommendations for improvement in a timely manner along with the Audit Committee, so as to ensure that the internal control system can continue to be effectively implemented and as basis for review and improvement."
Based on ethical business management principle, ECOVE has established separate basic codes of conduct for directors, managers, and the average employees to ensure that day-to-day operations all comply with business ethics and integrity. These codes include "Ethical Corporation Management Best Practice Principles," "Code of Business Conduct and Ethics for the Board of Directors and Managers," "Code of Practices for Employees' Conduct," and "Accusation Management Regulations." At the same time, work rules are also established as basis for compliance during day-to-day activities for all employees of ECOVE.
▼ Business Integrity
ECOVE emphasizes transparent information disclosure and provides symmetrical information for investors and stakeholders, fulfilling integrity and transparency in corporate governance. Various channels have been set up to provide relevant information for diverse stakeholders.
To strengthen the operational system and competitiveness of the Company and subsidiaries to systematically identify and evaluate possible risks during operations, "Risk Control Guidelines" were published in 2017 and a Risk Management Committee has been established. Members of the Committee comprise of ECOVE's department supervisors and Chairmen, Presidents, and senior managers from subsidiary companies. The Executive Secretaries of which are the Presidents from subsidiary ECOVE Wujih Energy Corp. (ECOVE WEC) and ECOVE Miaoli Energy Corp. (ECOVE MEC) respectively, who are in charge of coordinating meetings of the Risk Management Committee and compilation and follow-up of related information to ensure the continued effectiveness of the risk management mechanism.
ECOVE values internal and customer information security. To reduce information security risk, we provide customers sustainable and fair services. We have leased the HiLink VPN network from Chunghwa Telecom, which is a closed physical network for enterprises, which can prevent Internet hacking and viruses. In terms of information security, we adopt centralized management to lower the possibility of leaks or stealing during data transmission.
By implementing the P-D-C-A cycle related to information security, we have not yet had any material information security incident in internal information system and information-related equipment to date. In the future, we will continue to improve and to review relevant processes to comprehensively enhance information security management in order to be more in line with international quality requirements.
Management Performance and Industry Outlook