Corporate Governance Structure
Corporate Governance Officer
The board of directors passed the resolution on May 2, 2019 to appoint Mr. ChiHsing Chang, Vice President of Corporate Development, as the primary responsible personnel in charge of corporate governance-related matters. With a professional qualification as an accountant and several years of extensive experience in financial and stock affairs management in public offering companies, Mr. Chang brings a wealth of expertise to the role.
Primary Responsibilities of Corporate Governance Officer
The corporate governance matters of PharmaEngine include the following contents:
- Carrying out matters related to the Board of Directors and shareholders' meetings in accordance with the law and assisting PharmaEngine in complying with relevant regulations regarding the Board of Directors and shareholders' meetings.
- Creating the minutes of board of directors and shareholders' meetings.
- Providing the necessary information for the directors and independent directors to carry out their duties, continuous training, and keeping them informed about the latest regulatory developments related to PharmaEngine's operation to assist them in compliance with the laws and regulations.
- Matters related to investor relations.
- Publish material information and announcements.
- Other matters as stipulated in the Articles of Incorporation or agreements.
Internal Audit
Internal Audit Organization and Operation
We have set up the Audit Office under the board of directors that is configured with full-time auditors as required by Article 11 of the "Regulations Governing Establishment of Internal Control Systems by Public Companies" promulgated by the Securities and Futures Bureau, Financial Supervisory Commission R.O.C. (Taiwan).
The Audit Office prepares the annual audit plan based on the results of risk assessment and as required by law; it shall cover items to be audited on a monthly basis. Once the plan is submitted to and approved by the Audit Committee and the Board of Directors, it is enforced accordingly. The Audit Office precisely performs audits according to the plan in order to evaluate how the internal control system of PharmaEngine is enforced and the scripts and related materials are enclosed as the audit report. The audit report and the tracking/improvement report are handed to each independent director and the chairperson by the end of the following month. The Audit Officer shall attend the Audit Committee meeting and routine Board of Directors meetings and give a presentation on audits. At the end of a year, each department shall evaluate its internal control independently. For the validity of the design and implementation of the internal control system, the self-evaluation report of each department, once reviewed by the Audit Office, is submitted to the Audit Committee and the Board of Directors to be discussed and approved along with the internal control deficiencies and correction of abnormalities found by the Audit Office and will be the primary bases for the Board of Directors and the general manager in the evaluation of the validity of the internal control system as a whole and issuance of the Internal Control System Statement. The Audit Office completes various online declaration processes by the given deadline as required by the competent authority.
The Audit Office prepares the annual audit plan based on the results of risk assessment and as required by law; it shall cover items to be audited on a monthly basis. Once the plan is submitted to and approved by the Audit Committee and the Board of Directors, it is enforced accordingly. The Audit Office precisely performs audits according to the plan in order to evaluate how the internal control system of PharmaEngine is enforced and the scripts and related materials are enclosed as the audit report. The audit report and the tracking/improvement report are handed to each independent director and the chairperson by the end of the following month. The Audit Officer shall attend the Audit Committee meeting and routine Board of Directors meetings and give a presentation on audits. At the end of a year, each department shall evaluate its internal control independently. For the validity of the design and implementation of the internal control system, the self-evaluation report of each department, once reviewed by the Audit Office, is submitted to the Audit Committee and the Board of Directors to be discussed and approved along with the internal control deficiencies and correction of abnormalities found by the Audit Office and will be the primary bases for the Board of Directors and the general manager in the evaluation of the validity of the internal control system as a whole and issuance of the Internal Control System Statement. The Audit Office completes various online declaration processes by the given deadline as required by the competent authority.
Appointment/Dismissal, evaluation, and compensation for internal auditors
Internal auditors, besides meeting the competence criteria for internal auditors defined by the FSC, shall be appointed or dismissed with prior review by the audit officer and approval by the Chairperson and it is specified in the "Audit Committee Charter" and the "Procedure for Board of Directors Meetings" that the appointment/dismissal of the Internal Audit Officer is subject to approval by the Audit Committee and the Board of Directors. In addition, according to the "Salary policies, systems, standards and structures" , and the "Performance Evaluation Management Regulations", the compensation and remuneration and the annual evaluation of internal auditors are to be reviewed by the audit officer and then approved by the chairperson. The compensation and remuneration of the Audit Officer are based on the annual performance evaluation results and are to be reviewed by the Remuneration Committee and then approved by the chairperson. Related guidelines are disclosed in the section for internal regulations on our official website.
Internal Audit System
The Audit Officer shall be detached, independent, objective, and impartial, in scrupulously performing audits and attend the Audit Committee and Board of Directors meetings periodically to give a presentation on major findings during audits and follow up on subsequent improvements. The Audit Officer deals with reports through PharmaEngine's whistle-blowing system and also those through the Audit Committee's mailbox and reporting hotline.