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Sustainable Operation

Governance with integrity

We attach great importance to operational transparency and corporate governance, formulate and implement corporate governance structures in accordance with the Company Law, Securities and Exchange Law and related laws, continue to improve management performance, and protect the rights and interests of investors and other stakeholders.


On July 19, 2017, the board of directors adopted a policy related to integrity governance, which requires directors, managers and employees to strictly abide by "not directly or indirectly provide, promise, request or accept any improper benefits when engaging in business activities and other duties" , or commit other dishonest acts that violate integrity, illegality or breach of fiduciary obligations", "explain the company's integrity management policy to transaction partners", "sign a letter of commitment to clean transactions" and other provisions.


The "General Manager's Office" is a full-time (part-time) unit responsible for the integrity management of our company. It regularly attends the board of directors (once a year) to report on the implementation status and promotion results. Its work responsibilities are as follows:   

                

  1. Maintenance and revision of internal operating rules such as the Code of Integrity Management, Integrity Operation Procedures and Conduct Guidelines, Code of Ethical Conduct, Employee Code of Conduct, and Specific Preventive Measures, and the latest regulations will be announced on the company's official website.
  2. Promote and promote the culture of honest management, including the integrity and moral values ​​​​in the induction training for new employees, handle announcements and notifications of the integrity management concept to directors, managers and employees, and provide regular (once a year) education and training operations.
  3. Establish a reporting mailbox and an effective reward and punishment system:
  4. Electronic reporting email: gmlcyt@lcygroup.com
  5. Written delivery address: Li Changrong Technology Reporting Mailbox, 5th Floor, No. 83, Section 4, Bade Road, Songshan District, Taipei City.  
  6. Develop work plans and set goals: no dishonest behavior and implementation of better company ethics.



Work plan and integrity management implementation results

  • In terms of (1) whether new employees have signed the employee code of conduct, (2) whether the company website, public information observatory and annual report disclose the relevant circumstances of honest management, (3) whether the external transaction has signed a letter of commitment to clean transactions with the other party, and (4) Regular inspections will be carried out on whether the New Year gifts received are registered and shared with employees in accordance with regulations: In 2022, they were handled in accordance with regulations. After verification, there were no violations, and they were reported to the board of directors on March 24, 2023.
  • Continuously review whether the Code of Integrity Business, Integrity Business Operation Procedures and Conduct Guidelines, and the Code of Ethical Conduct are consistent with the spirit of governance: Cooperate with the competent authorities to revise the methods, and the board of directors approved the discussion proposal on March 27, 2020 and submitted it to June 24, 2020 Shareholders meeting.
  • Continue to convey the importance of integrity management concepts through lectures, courses, etc.:
  • The supervisor training course on June 23, 2020, was conducted by the senior management of the Li Changrong Group to promote the concept of "Integrity and Integrity" and share and pass on experience.
  • Core Values ​​Training for all employees will be held on October 27, 2021, lasting 1.5 hours, with 34 participants.
  • A "Supervisor Training Course" will be held on November 9, 2022 to educate new supervisors on the company's integrity management philosophy and the core values ​​of responsible leadership; and a "Sharing of Trends and Practices in Corporate Integrity Management" will be held on November 11 The course promotes the concept of honest management to colleagues.
  • Continue to pay attention to the reporting mailbox to see if any illegal or dishonest behavior by company personnel has occurred: since the reporting mailbox was set up, no complaints have been received.

Board Responsibilities

Effective board operation is the foundation for sustainable operations. The board of directors' responsibilities include supervising, appointing and guiding the company's management, and being responsible for the company's overall operating conditions, improving the supervision mechanism and strengthening management capabilities, and maintaining good communication and interaction with the management team. , to ensure that the company's business execution and major decisions will not affect the rights and interests of shareholders.


The board of directors consists of 7 members, including 3 independent directors. The members’ backgrounds include experience in financial accounting, industrial business, and business related to company operations, and they have the necessary knowledge, skills and qualities to perform their duties. All directors are elected by shareholder votes. The 10th board of directors includes one female director with an average age of 62 years old. The company's articles of association approved the adoption of a candidate nomination system for all directors on August 21, 2017. In accordance with the provisions of the director election method, shareholders will select candidates from the list of candidates.


The shareholding ratio of directors is determined in accordance with the regulations of the competent authority, and liability insurance is insured for all directors. The term of the current board of directors is from June 28, 2023 to June 27, 2026.


Remuneration is paid in accordance with Articles 26 and 30-1 of the Company's Articles of Association. The remuneration is determined by the authorized board of directors based on the extent of their participation in the company's operations and the value of their contribution, taking into account the usual standards of the industry. The remuneration shall be no more than 2% of the company's pre-tax net profit for the current year, that is, the director's remuneration will be in direct proportion to the annual profit. Related, so that earnings distribution can be based on the principle of shareholder supremacy.

Board structure

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Board member diversity goals and implementation status:


In response to the company's business development, the board of directors should be composed of professionals with industry, financial accounting, management, technology, legal affairs, etc., and at least one seat should have a financial accounting background.

Paying attention to equal rights, there should be at least one female member on the board of directors.

In order to develop a diversified business portfolio and understand operational insights, it is appropriate to have board members with different nationalities and backgrounds.

The number of concurrently serving as company managers and directors is less than one-half of the number of seats.

Establish a corporate governance director to help strengthen the functions of the board of directors.


Implementation status of diversity policy:

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Audit Committee Responsibilities

In order to continue to strengthen corporate governance and align with international standards, the company established an audit committee in accordance with regulations on August 21, 2017, which is subordinate to the board of directors and replaces the supervisory authority.


There are three members of the Audit Committee, who are all independent directors. It operates in accordance with the organizational rules of the Audit Committee. The main matters to be reviewed include:

  1. Proper presentation of annual financial statements
  2. Selection, remuneration and independence of visa accountants
  3. Formulation and revision of the company's internal control systems and measures
  4. Effectiveness assessment of internal control system
  5. Major assets, derivatives, capital loans and endorsement guarantee transactions
  6. Raise, issue or privately place securities of an equity nature
  7. Appointment and removal of finance, accounting or internal audit managers
  8. The company complies with relevant laws and regulations
  9. Management and control of existing or potential risks of the company

The term of the current Audit Committee is from June 28, 2023 to June 27, 2026

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Salary and Remuneration Committee Responsibilities

In order to continue to strengthen corporate governance and align with international standards, we have established a remuneration committee in accordance with regulations, which is subordinate to the board of directors. It assists the board of directors in evaluating and implementing the company's overall salary, director and manager performance evaluation and remuneration, and employee welfare policies and plans, as a way for the company to attract and motivate and retain talents in order to create the greatest value for shareholders.


The Salary and Remuneration Committee is appointed by a resolution of the Board of Directors and operates in accordance with the Organizational Rules of the Salary and Remuneration Committee. The fifth salary and remuneration committee are all independent directors, and their main responsibilities are:

  1. Regularly review the organizational rules of the Salary and Remuneration Committee
  2. Establish and regularly review policies, systems, standards and structures for directors and managers' annual and long-term performance goals and salary remuneration
  3. Regularly evaluate the achievement of performance targets of directors and managers, and determine the content and amount of their salary and remuneration


The term of the current salary and remuneration committee is from June 24, 2020 to June 23, 2023


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Corporate Governance Office

In order to strengthen the functions of the Board of Directors and assist directors in meeting their business needs, we have restructured the Secretariat into the Corporate Governance Office, which is responsible for corporate governance-related matters, promoting corporate social responsibility, and formulating work goals for sustainable development.


The corporate governance manager is responsible for providing the information required by directors to perform business, assisting directors to comply with laws, assisting directors in their appointment and continuing education, handling matters related to board of directors and shareholders' meetings and preparing minutes, reviewing and regularly reporting to the board of directors on the implementation of corporate governance business wait.


Operational situation

audit room

In order to implement the spirit of corporate governance and internal control audit, the audit office is directly subordinate to the board of directors. The auditors are full-time personnel. Currently, there is one person. Their appointment qualifications are in accordance with the conditions prescribed by the competent authority and have been clearly stated in the company's personnel selection and appointment management procedures. The audit supervisor The evaluation and salary remuneration shall be reviewed regularly by the Salary and Remuneration Committee and reported to the Board of Directors in accordance with regulations; if there are non-supervising audit office personnel, their evaluation and salary remuneration shall be reported to the Chairman of the Board for approval by the audit supervisor.


In order to improve audit quality and capabilities, auditors have continued to study internal audit professional courses for a number of hours each year in accordance with the regulations of the competent authority.


The audit work is carried out in accordance with the regulations on the establishment of internal control systems for public companies. The audit objects include Li Changrong Technology and its subsidiaries. The scope of the audit includes finance, business, operational management and other aspects. After the audit work is completed, the audit supervisor will report and attend every quarter. The Audit Committee and the Board of Directors convene to report on the implementation status and audit results; in addition, special audits are carried out from time to time to facilitate the timely discovery of possible deficiencies in internal control, and provide improvement suggestions and follow-up reports.


The audit office urges each department to perform self-assessments every year and reviews the results, together with the execution of audit operations, to evaluate the effectiveness of the overall internal control system, which serves as the basis for issuing a statement on the internal control system.

Financial information and investor communication

We attach great importance to the disclosure of public information and disclose financial business and corporate governance information in a complete, timely and fair manner on the company's website (http://www.lcyt.com). Stakeholders can download the annual shareholder meeting report, financial reports, various financial information, corporate governance regulations, stock price and dividend information from the website, providing investors with accurate, timely and transparent operating status and financial figures and other information.


In addition, shareholders can also ask questions by phone or email. In addition to having dedicated personnel to answer detailed questions, we also actively respond to various suggestions put forward by shareholders at the shareholders' meeting. We also completed various announcements required by the competent authorities on time.


In addition to financial information, companies' strategies for pursuing sustainable development and potential risks and opportunities in business operations have also become the focus of major global investment institutions in recent years. We have always attached great importance to relevant communication with investors, regularly review the existing situation and Review our own shortcomings and try to improve them, pursue the company's sustainable development, and maintain the long-term investment value of shareholders.


We provide shareholders and stakeholders with convenient communication channels, and have a spokesperson system and a special area for investor opinions on the company website to communicate and provide suggestions at any time. The channels and mechanisms for shareholders and employees to make suggestions or business directions to the board of directors are:

  1. Shareholders can participate in shareholders’ meetings, the right to propose proposals for shareholders’ meetings, the investor area of ​​the company’s website, and the spokesperson window.
  2. Employees can communicate through face-to-face communication, email communication, and labor-management meeting proposals, etc.
  3. Stakeholders can report through the company website