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Corporate Governance

2025.02.25/ 14th of the 25th board

  1. 2024 Board of directors internal performance evaluation report.
  2. Report on the inventory and schedule planning of greenhouse gas.
  3. IFRS S1 & S2 disclosure report.
  4. Passed the replacement of the Company's signing CPA by KPMG.
  5. Passed the independence and suitability evaluation of the accountant.
  6. Passed the distribution of employee and director remuneration for 2024. The total employee remuneration was NT$136,813,089, and the total remuneration to directors was NT$109,450,472. 
  7. Passed the 2024 business report and financial report.
  8. Passed the Company's 2024 earnings appropriation of cash dividend at NT$4 per share.
  9. Established the baseline date for distribution of cash dividends and issue date in 2024.
  10. Passed the proposal to define the scope of frontline employees.
  11. Passed the amendment of the "Articles of Incorporation".
  12. Passed the amendment of the "Procedures for Acquisition or Disposal of Assets".
  13. Passed the formulation of convening the 2025 regular meeting of shareholders of the Company and acceptance of proposals from shareholders holding more than 1% of shares.
  14. Approved the donation to the "Tung Ho Steel Culture Foundation" for organizing refining projects and related activities, along with operational expenses.
  15. Approval of the proposal for subsidiary Tung Ho Steel Vietnam Corp., Ltd. to apply for a short-term financing facility from the Company.
  16. Passed the endorsement/ guarantee for the subsidiary Tung Ho Steel Vietnam Corp., Ltd. for the renewal of the short term credit obligation in Yuanta Commercial Bank.
  17. Passed the endorsement/ guarantee for the subsidiary Tung Ho Steel Vietnam Corp., Ltd. for the renewal of the short term credit obligation in Cathay United Bank.

Board of Directors Operation Status

The 25th Board of Directors convened 14 meetings by February 25, 2025.  In 2025, board meeting were held 1 time.
The attendance status is as follows:

Title Name Number of
actual attendee
(participant) (B)
Attendance
by proxy
Actual attendance
(participation)
rate (%) [B/A]
Note
Chairman Mao Sheng Investment Inc.
Representative: Henry C. T. Ho
14 0 100  
Vice Chairman Ho Jao Investment Inc.
Representative: George Y. S. Ho
14 0 100  
Director Mao Sheng Investment Inc.
Representative: Joshua P.H. Tung
14 0 100  
Director Han Lei Investment Co.
Representative: Chih-Ming Huang
14 0 100  
Director Liang Cheng Investment Co., Ltd.
Representative: Pao-He Chen
14 0 100  
Director Yen-Liang Ho 14 0 100  
Independent Director Der-Ming Lieu 14 0 100  
Independent Director Jih-Gang Liu 14 0 100  
Independent Director Chia-Wen Liu 14 0 100  

Regular Evaluation of the Independence and Competence of the Certified Public Accountant

In accordance with the "Corporate Governance Best-Practice Principles for WSE/TPEx Listed Companies", the Company evaluates the independence and suitability of the appointed accountants once a year. The audit certification work for the financial statements of our company for the fiscal year 2025 was undertaken by CPAs Isabel Lee and Ares Jhang from the KPMG International Cooperative. The assessment of the independence and suitability of the appointed accountants in 2025, based on the Audit Quality Indicators (AQIs), was reviewed by the Audit Committee during its 13th meeting of the 3rd session on February 25, 2025. It was subsequently submitted and approved by the 14th meeting of the 25th term of the board on February 25, 2025.

Referring to the audit quality disclosure framework with 5 major dimensions and 13 audit quality indicators provided by KPMG, the audit quality evaluation of the firm and the audit team is as follows:

Five Major Components Thirteen Indicators Evaluation
Professionalism 1-1 Apricot Kernel experience Good
1-2 Training hours Fair
1-3 Mobility Rate Fair
1-4 Professional Support Good
Quality Control 2-1 Accountant's Load Good
2-2 Audit Input Fair
2-3 Case Quality Control Review Situation Fair
2-4 Quality Control Support Capability Fair
Independence 3-1 Non-audit Service Good
3-2 Customer Awareness Good
Supervision 4-1 External Inspection Failur and Magic Score Fair
4-2 Improvement by letter from the competent authority Fair
Innovation 5-1 Innovation plan or initiative Good

2024 Board of Directors Internal Performance Evaluation Report

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