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Corporate Governance

Corporate Governance Important Corporate Governance Information Corporate Governance Practices

Corporate Governance Practices


2.2.3 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”
Evaluation Item Implementation Status Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons
Yes No Abstract Illustration
Does the company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”? On Aug.11 2014, the Company established Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”. The formulation and amendments of these guidelines are approved by the Board of Directors. The full text is disclosed on our company's official website (URL: www.uni-president.com.tw) and on MOP. None
2.Shareholding structure & shareholders’ rights
  1. Does the company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedure?
  2. Does the company possess the list of its major shareholders as well as the ultimate owners of those shares?
  3. Does the company establish and execute the risk management and firewall system within its conglomerate structure?
  4. Does the company establish internal rules against insiders trading with undisclosed information?
  1. The Company has established an internal operating procedure to handle shareholders’ suggestions, doubts, disputes and litigation.
  2. The Company possesses the list of major shareholders and ultimate owners from stock registrar shareholders’ list and periodically reports the changes of internal shareholdings.
  3. Rules are made to strictly regulate the activities of trading, endorsement and loans between the Company and its affiliates. In addition, the “Criteria of Internal Control Mechanism for a Public Company”, outlined by the Financial Supervisory Commission when drafting the guidelines for the “Supervision and Governance of the subsidiaries” in order to implement total risk control with respect to subsidiaries.
  4. The Company has declared in “Corporate Ethical Management and Guidelines for Conduct” that the company personnel shall follow the security law for not make insiders trading with undisclosed information nor expose undisclosed information to others in order to prevent others from using such information to engage in insider trading.
 None
3.Composition and Responsibilities of the Board of Directors
(1)Does the Board develop and implement a diversified policy for the composition of its members?
  1. The Company’s Corporate Governance Principle has stated the abilities of the board and developed a diversified policy for the composition of the board members and the directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:
    1. Basic requirements and values: Gender, age, nationality, and culture.
    2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
      Please refer to Page.
  2. The Company has not yet established other functional committee besides remuneration committee and audit committee.
  3. The Company's regulations governing the board performance evaluation were approved by the 18th session of 6th board meeting on Nov 6, 2019. In accordance with regulatory requirements, we completed a self-evaluation for the fiscal year 2023 before the end of the first quarter of 2024. The evaluation results were reported to the Board of Directors on March 7th, 2024 and will be used as a reference for selecting or nominating directors in the future.
  4. Our accounting division conducts an annual self-evaluation of the independence and competence of the CPAs, in accordance with Article 47 of the Certified Public Accountant Act, Bulletin No. 10 of the Code of Professional Ethics for Accountants ("Integrity, Objectivity, Independence"), and the quality indicators provided by the CPAs. The results are reported to the Audit Committee (2024.3.5) and the Board of Directors (2024.3.7) for review and approval. The CPAs of PricewaterhouseCoopers through our evaluation has met the standard of independence and are qualified to be our company’s CPA.
 (1)None
(2)Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? (2)None
(3)Does the company establish a standard to measure the performance of the Board, and implement it annually? (3)None
(4)Does the company regularly evaluate the independence of CPAs? (4) None
4.Does the Company established a full- (or part-) time corporate governance unit or personnel to be in charge of corporate governance affairs (including but not limited to furnish information required for business execution by directors, handle matters relating to board meetings and shareholders’ meetings according to laws, handle corporate registration and amendment registration, produce (or record?) minutes of board meetings and shareholders meetings, etc. The board appointed Lai Fu-Jung, the current Board Secretariat, to be the “Head of Corporate Governance" concurrently. Mr. Lai has been in charge of related stock affairs and corporate governance matters in listed company more than three years, and possess licenses of security specialist (certificate No.2250520022), stock affairs professionalism (certificate No. 3352100024), fundamental ability of internal control (certificate No. 5150126002).
Besides, the Companyis is advised to have three adequate corporate governance personnels with appropriate qualifications. a.Yi-Chien Hsu, the president of legal affairs office, possess licenses of lawyer (certificate No.11895)and fundamental ability of corporate governance (certificate No. 7930001009).
b.Chia-Ling Chang, the associate director of financial planning division, handled legal It is required that the corporate governance affairs mentioned in the preceding paragraph include at least the following items:
  1. Handling matters relating to board meetings and shareholders meetings according to laws
  2. Producing minutes of board meetings and shareholders meetings
  3. Assisting in onboarding and continuous development of directors and supervisors
  4. Furnishing information required for business execution by directors and supervisors
  5. Assisting directors and supervisors with legal compliance
  6. Reporting to the board the results of the examination on whether the qualifications of independent directors meet relevant legal regulations during the nomination,
    7. appointment, and tenure
  7. Handling matters related to changes in directors
  8. Other matters set out in the articles or corporation or contracts
The key points of business execution and continuing education of the company's corporate governance head for 2024 are as follows:
The key points of business execution:
  1. Handling matters relating to board meetings and shareholders meetings according to laws
  2. Producing minutes of board meetings and shareholders meetings
  3. Assisting in onboarding and continuous development of directors(at least 6 hours)
  4. Furnishing information required for business execution by directors.
  5. Assisting directors and supervisors with legal compliance.
  6. Reporting to the board the results of the examination on whether the qualifications of independent directors meet relevant legal regulations during the nomination, appointment, and tenure
  7. Handling matters related to changes in directors
  8. Other matters set out in the articles or corporation or contracts
Continuing Education: A total of 15 hours of continuing education were completed in 2024. Please refer to (Note 2)
5.Does the company establish a communication channel and build a designated section on its website for stakeholders, as well as handle all the issues they care for in terms of corporate social responsibilities? The company maintains good communication with investors, employees, consumers, suppliers, distributors, and other stakeholders through labor-management meetings, unions, the user service center, procurement, finance, and other dedicated units. It also has a dedicated section for stakeholders, an investor relations website, and a sustainability website on the company’s website to appropriately respond to important sustainability issues of concern to stakeholders. The issues of concern to stakeholders and the communication methods are as indicated in (Note 3). None
6.Does the company appoint a professional shareholder service agency to deal with shareholder affairs? We have appointed President Securities Corp. as our registrar for our Shareholders’ Meetings. None
7.Information Disclosure
  1. Does the company have a corporate website to disclose both financial standings and the status of corporate governance?
  2. Does the company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)?
  3. Does the Company announce and report the annual financial statements within two months after the end of the fiscal year, and announce and report the first, second, and third quarter financial statements as well as the operating status of each month before the prescribed deadline?
 (一) UPEC discloses its financials and corporate governance status on company’s website (www. uni-president.com.tw）
(二)
  1. The Company has set up English website ：www.uni-president.com.tw to disclose information.
  2. The Company has assigned an appropriate person to handle information collection and disclosure
  3. The Company has established a spokesman system.
  4. Investor conference information is disclosed on the corporate website.
(3) UPEC announced and reports the 2023 financial statements in March 7, 2024 and announced and reported the first, second, and third quarter financial statements as well as the operating status of each month before the prescribed deadline. 		None
8.Is there any other important information to facilitate a better understanding of the company’s corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors and supervisors)?
  1. Employee rights and wellness: The company values greatly the harmonious labour relations, employee welfare and rights, and constantly enhance their food, clothing, housing, transportation, education, music software and hardware facilities, for example, we provide dormitories, affordable delicious meal, shuttle bus, health checkups, and fringe so that our employees can enjoy a comprehensive welfare system, and make contribution to the work without worries.
  2. Investor relations: The company continues to maintain good interactions with investors, including financial information disclosure, communication with investors regularly (for example, investor conference, road show, investors meeting at the brokerages) and give feedback to senior management and related department to make necessary adjustment. The company will continue to strengthen investor relations and maintain good communication and interaction with investors.
  3. Supplier relation: All suppliers must sign Sunshine Transparency Act to ensure ethical management, and concern environmental protection and energy-saving carbon reduction in supply chain for the best welfare of the society. In addition, the sales contract should contains the terms of corporate social responsibility and human rights matters, such as termination or cancellation of the contract at any time in the event of a policy that violates corporate social responsibility. Human rights matters stipulate that suppliers shall not have the employment of child labor, that there shall be no forced labor, and that there shall be no violation of the rights to freedom of association and collective bargaining.
  4. Rights of the interested party: We offer multiple channels of communication and information disclosure, maintain a good dialogue and communication with stakeholders and gather interested parties concerned issues, and review the activities we perform to ensure they are in response to the interested party.
  5. Directors and corporate auditors training: In the fiscal year 2023, all directors (including independent directors) have completed the required continuing education hours. For detailed information on the continuing education status of the board members in 2023, please refer to Note 4.
  6. Implementation status for Risk Management Policy and Measurement: Any significant issues in regards to operating policy, investment, endorsement, loan and financing are evaluated by the designated parties and exercised the resolution that resulted from board meetings. Moreover, yearly auditing plan is drafted based on the result of risk assessed and executed in order to effectively carry out the supervision as well as control the risks.
  7. Customer policy: The Company has established a customer services center to deal with the consumer complaints and protect consumer rights.
  8. Purchase of liability insurance for directors and corporate auditors by the company: The Company has purchased D&O insurance for its directors (including independent directors) and supervisors.
None
9.The improvement status for the result of Corporate Governance Evaluation announced by Taiwan Stock Exchange
1.1 Did the company report at the AGM the remuneration received by directors, including the remuneration policy, the content and amount of individual remuneration? Currently, the status remains unchanged.
1.2 Has the company adopted written rules for the procedures for financial and business operations between the company and related parties, the content of which should include procedures for managing transactions such as purchase and sale, acquisition or disposal of assets, etc., and the requirement that material transactions be approved by the board and approved by or reported at the shareholders' meeting? Currently, the status remains unchanged.
1.6 Did the company hold the AGM before the end of May? The 2024 Annual General Meeting of Shareholders held on June 27, 2024.
2.3 Is it true that the company’s chairman and its general manager or other equivalent officer (chief executive officer) are neither the same person nor spouses or first-degree relatives? Currently, the status remains unchanged.
2.7 Did the company voluntarily appoint more independent directors than is required by laws? Currently, the status remains unchanged.
2.9 Has the company adopted succession planning for board members and key executives, and disclosed the operational status of such planning on its website and in its annual report? Currently, the status remains unchanged.
2.14 Did the company have any functional committees other than statutorily required committees, and did such functional committees have not less than three members, with at least half of the members being independent directors, and did the company disclose the organization, functions, and operations of such committees? Currently, there are no functional committees other than those required by law.
2.23 Have the rules adopted by the company for assessing the performance of the board of directors been passed by the board, with the express requirement that an external assessment be carried out at least once every three years, and has it furthermore carried out the assessment within the time limit under its rules, and disclosed the implementation status and assessment results on its website or in its annual report? The Company's "Board Performance Evaluation Measures" have not yet specified an external evaluation.
2.23 Have the rules adopted by the company for assessing the performance of the board of directors been passed by the board, with the express requirement that an external assessment be carried out at least once every three years, and has it furthermore carried out the assessment within the time limit under its rules, and disclosed the implementation status and assessment results on its website or in its annual report? The regulation about board performance evaluation did not regulate an external assessment yet.
3.4 Did the company file its annual financial reports within 2 months from the end of the fiscal year? Currently, the status remains unchanged.
3.13 Did the company disclose the remuneration details of each director and supervisor in its annual report? Currently, it is not disclosed.
3.21 Did the company voluntarily disclose in the annual report the individual remuneration details of the general manager (chief executive officer) and assistant general manager(s)? Currently, it is not disclosed.
4.23 Did the company disclose its policy on the connection between senior managerial officer remuneration and ESG-related performance assessment? Currently, it is not disclosed.

Note 1：External Auditor Independence Evaluation Standards
Item Evaluated Evaluation Finding Complies with Independence
1. Does the external auditor have direct or material indirect financial interest in PEC? No Yes
2. Does the external auditor have loans or guarantees with PEC or PEC directors? No Yes
3. Does the external auditor have a close business relationship or a potential employment relationship with PEC? No Yes
4. Has the external auditor or a member of the audit team been a director, a manager of PEC or been employed by PEC within the last two years in a position to exert significant influence over the subject matter of the engagement? No Yes
5. Does the external auditor provide any non-audit services which if performed for PEC would affect directly a material item of the audit engagement? No Yes
6. Does the external auditor promote or broker shares for PEC or other securities issued by PEC? No Yes
7.Does the external auditor serve as an advocate or representative for PEC with third parties in the event of conflict? No Yes
8.Does the external auditor have family ties with anyone who is a director, manager, or officer of with PEC or any personnel who is in a position to exert significant influence over the subject matter of the engagement? No Yes
9.Does the external auditor provide and report Audit Quality Indicators (AQIs) to the Company's Audit Committee, the company uses this indicator as a reference for the assessment of the accountant's qualifications? Yes Yes

Note 2: Further education of head of corporate governance in 2024
Date Organizer Course Education hours Total education hours
2024/03/12 Taiwan Corporate Governance Association International Trends and Experience Sharing on Corporate Integrity Management and High-Level Accountability System 3 15
2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3
2023/04/27 Taiwan Institute of Directors Corporate Governance Officer Compliance Practices 3
2023/06/26 Taiwan Corporate Governance Association 2024 Insider Trading Prevention Seminar 3
2023/10/26 Taiwan Institute of Directors Digital Innovation and Sustainable Transformation: Building Smart Enterprises 3

Note 3：The aspects that concern stakeholders and the methods of stakeholder engagement are tabulated below :
Stakeholders Aspects concerned Frequency and method of communication
Capital providers
  1. Economic performance
  2. Ethical management
  3. Food safety
  4. Operational environmental management
  5. Climate Change
  1. Hold a shareholders meeting each year
  2. Occasional investor conferences
  3. Announce major information as required by the competent authority
  4. Regularly publish financial statements/annual reports/ESG reports
  5. Official website information disclosed
  6. Contact
    Investor Relations Department : Mr. Fang
    TEL : 06-253-6789 ext. 6510
    Corporate Relations Management Team: Mrs.Wu
    TEL：886-2-8789-6888 EXT:2536
Customers and Consumers
  1. Responsible marketing and labeling
  2. Food safety
  3. Ethical management
  1. Official website and brand marketing network
  2. Regular release of ESG report
  3. Consumer Service Hotline 0800-037-520
  4. Consumer Service Email customer@mail.pec.com.tw
Employees
  1. Food safety
  2. Economic performance
  3. Responsible marketing and labeling
  4. Occupational safety and health
  1. Announcement of management policies, rewards, punishments, and changes
  2. Regular labor-management communication meetings/labor unions
  3. Regular occupational safety and health committee meetings
  4. Training center/internal recruitment/job rotation
  5. Periodic Welfare Committee meetings and publishing of financial statements
  6. Periodic publishing of Uni-President Monthly and ESG reports
  7. President's mailbox
  8. Internal food safety hotline
  9. Contact Us
    Human resources e-mail：hr@mail.pec.com.tw
Suppliers
  1. Food safety
  2. Ethical management
  3. Occupational safety and health
  1. Communication meetings from time to time/ Irregular audit and guidance
  2. Evaluation, plant visit and guidance mechanism/audit management
  3. e-Procurement system announcement
  4. Supplier grievance channels
  5. Regularly announce ESG reports
  6. Reporting E-mail for ethical violations
    https ://www.uni-president.com.tw/other_service/box_2.asp
Government
  1. Corporate governance
  2. Ethical management
  3. Operational environmental management
  4. Food safety
  5. Occupational safety and health
  6. Climate Change
  1. Regular compliance audits
  2. Support for philanthropic activities/initiatives
  3. Assistance in the formulation of related regulations
  4. Regular release of ESG report
  5. Contact: Media Contact of the Public Affairs Office:
    Mr. Yao TEL: 06-253-6789 ext. 6297
Public interest groups
  1. Ethical management
  2. Nutrition and health
  3. Community public welfare and charity
  1. Held and participated in charity events,emergency assistance/education/nutrition projects for vulnerable groups
  2. Periodic publishing of ESG reports/Uni-President Monthly magazine/Foundation website and annual reports
  3. Contacts of the Uni-President Social Welfare Charity Fundation
    TEL:06-2536789 EXT 8332
    Email:noraliu@mail.pec,com.tw
  4. Contacts of the Taiwan Millennium Health Foundation
    TEL:02-8786996
    E-Mail: healthinfo@1000-love.org
Certifying units
  1. Food safety
  2. Packaging Material Management
  3. Operational environmental management
  1. Regular compliance audits
  2. Regular communication meetings
  3. Audit management
Academic Institutions
  1. Food safety
  2. Nutrition and health
  3. Responsible marketing and labeling
  1. Participation in external ratings
  2. Participate in research projects/seminars
  3. Official website/brand marketing network communication
  4. Regular release of ESG report
  5. Consumer Service hotline and Email

Note 5： Director Continuing Education in 2024
Name Dates Organizer Course Name Time Total
Chih-Hsien Lo 2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3 9
2024/10/24 Taiwan Institute of Directors Trends in the Development of the Generative AI Industry 3
2024/12/03 Taiwan Institute of Directors Observation of Political and Economic Risks Across the Taiwan Strait Amid U.S.-China Strategic Rivalry 3
Shiow-Ling Kao 2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3 6
2024/10/24 Taiwan Institute of Directors Trends in the Development of the Generative AI Industry 3
Jui-Tien Huang 2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3 6
2024/10/24 Taiwan Institute of Directors Trends in the Development of the Generative AI Industry 3
Chung-Ho Wu 2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3 15
2024/05/07 Taiwan Institute of Directors Retail and Distribution Industry Management and Outlook 3
2024/05/08 Taiwan Corporate Governance Association ESG-Related Legal Issues for Board Consideration 3
2024/08/05 Taiwan Corporate Governance Association Development Trends of Sustainability Reporting 3
2024/08/07 Taiwan Institute of Directors Global Economic Outlook 3
Ping-Chih Wu 2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3 6
2024/05/08 Taiwan Corporate Governance Association ESG-Related Legal Issues for Board Consideration 3
Chung-Shen Lin 2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3 6
2024/10/24 Taiwan Institute of Directors Trends in the Development of the Generative AI Industry 3
Pi-Ying Cheng 2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3 12
2024/05/07 Taiwan Institute of Directors Retail and Distribution Industry Management and Outlook 3
2024/08/07 Taiwan Institute of Directors Global Economic Outlook 3
2024/10/24 Taiwan Institute of Directors Trends in the Development of the Generative AI Industry 3
Po-Ming Hou 2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3 18
2024/05/07 Taiwan Institute of Directors Retail and Distribution Industry Management and Outlook 3
2024/05/08 Taiwan Corporate Governance Association ESG-Related Legal Issues for Board Consideration 3
2024/08/05 Taiwan Corporate Governance Association Development Trends of Sustainability Reporting 3
2024/08/07 Taiwan Institute of Directors Global Economic Outlook 3
2024/10/24 Taiwan Institute of Directors Trends in the Development of the Generative AI Industry 3
Po-Yu Hou 2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3 12
2024/05/07 Taiwan Institute of Directors Retail and Distribution Industry Management and Outlook 3
2024/08/07 Taiwan Institute of Directors Global Economic Outlook 3
2024/10/24 Taiwan Institute of Directors Trends in the Development of the Generative AI Industry 3
Chang-Sheng Lin 2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3 6
2024/10/24 Taiwan Institute of Directors Trends in the Development of the Generative AI Industry 3
Ming-Hui Chang 2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3 6
2024/10/24 Taiwan Institute of Directors Trends in the Development of the Generative AI Industry 3
Wei-Yung Tsung 2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3 6
2024/10/24 Taiwan Institute of Directors Trends in the Development of the Generative AI Industry 3
Chun-Jen Chen 2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3 6
2024/10/24 Taiwan Institute of Directors Trends in the Development of the Generative AI Industry 3
Lee-Feng Chien 2024/04/25 Taiwan Institute of Directors Global Economic Outlook (Inflation, Interest Rate Policies, Green Trade War) 3 6
2024/10/24 Taiwan Institute of Directors Trends in the Development of the Generative AI Industry 3