Page 15 - 2014 CPT Corporate Social Responsibility Report
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Chunghwa Picture Tubes Corporate Social Responsibility Report

Sustainability Management

Corporate Governance

          The long-term corporate culture of “Integrity, Honesty, Diligence, and Frugality” represents the invariable corporate spirit of CPT. In 2014, CPT continued to
   promote the new six core values and accountability management to gradually build a culture of accountability. As far as laws and regulations are concerned, CPT
   insists on compliance with the Company Act, Securities and Exchange Act, Commercial Account Law, regulations governing listed companies, and laws and decrees
   governing other forms of commercial conduct. In addition, CPT maintains a neutral stance on public policies and refrains from financial and material political
   contributions as a foundation for the implementation of business integrity.

Operation of Board of Directors                                                  procure liability insurance for directors with respect to their liabilities   Member of the CPT Board
                                                                                 resulting from exercising their duties during their terms of occupancy.
       The board of directors is the highest corporate governance body of        Since 2006, this type of insurance has been procured for board members                   Title                             Name
CPT. The Audit Committee, which is directly subordinate to the board, is         on an annual basis.                                                                  Chairman
responsible for conducting audits of the corporate management system and                                                                                           Board directors    Chunghwa Electronics Investment Co., Ltd.
all operational procedures. CPT created the position of a CEO who carries               In June 2013, the General Shareholders’ Meeting completed the              Board directors          Representative Mr. Wei-Shan Lin
out orders of the Chairman and plans the future operational development          election of board directors. It selected a total of five directors and three      Board directors
and business strategy. The chairman currently also serves as CEO of CPT.         independent directors. In 2014, 12 Board meetings were called with                Board directors    Chunghwa Electronics Investment Co., Ltd.
The board members are individuals with full legal capacity elected by the        an attendance rate of 85%. The attending board members hold lively            Independent directors
shareholders’ meeting.                                                           discussions on the agenda items and implement regular tracking of ratified                              Representative Ms. Wen-Yan Lin-Guo
                                                                                 items. As for the review of items that directors are an interested party in,                         Chunghwa Electronics Investment Co., Ltd.
       Article 6 of the CPT Rules of Procedure for the Board of Director         the directors employ high ethical standards to avoid these agenda items.
Meetings clearly states the business plan of CPT must be discussed in                                                                                                                       Representative Mr. Wen-Jie Peng
a board meeting. Article 7 states the board empowers the chairman to                    In response to the amendment of the Corporate Social Responsibility                           Chunghwa Electronics Investment Co., Ltd.
exercise the authority of the board in matters pertaining to the design          Best Practice Principles for TWSE/GTSM Listed Companies published
and revision of the internal control system of CPT and the assessment,           by Taiwan Stock Exchange and Taipei Exchange on November 7th 2014,                                         Representative Mr. He-Long Lin
inspection, and monitoring of existing or potential risks.                       the Board of Directors approved the revised editions of CPT Corporate                                Chunghwa Electronics Investment Co., Ltd.
                                                                                 Social Responsibility Best Practice Principles, CPT Corporate Governance
       Article 23 of the CPT corporate charter states the General Manager        Best Practice Principles and CPT Procedures for Ethical Management and                                    Representative Mr. Yong-Ji Zhang
receives orders from the Chairman, is responsible for all company                Guidelines for Conduct on December 22nd 2014. The Company also plans
services, and implements the board resolutions. The General Manager              to upgrade the Green Management Committee established in 2010 into the                                             Yuan Chien-Chung
empowers the executives of all plants and centers to handle the operations       Sustainability Management Committee in 2015, which will be added with
and services of individual units with full authority in accordance with          an Internal Control Team and a Supply Chain Management Sub-committee.         Independent directors    Chao-Chien-Ho
organizational systems. In 2010, CPT established the Green Management            The new Sustainability Management Committee is expected to cover a
Committee. The Committee is chaired by the CEO and staffed with five             wider scope of corporate governance functions to meet the requirements of     Independent directors    Tsai Yu-Yuan
sub-committees, Environment Safety and Health (ESH), Green Revolution,           corporate social responsibility and sustainable development in economic,
Green Product, Green Process and Green Cooperation. Each sub-                    social and environmental aspects set out for the public companies by the      Note: For detailed information on the members of the Board, please refer to
committee takes on its respective role to push forward activities addressing     competent authority.                                                          the CPT website. Link to the page: http://www.cptt.com.tw/cptt/chinese/index.
environmental and social sustainability related issues. Each committee                                                                                         php?option=com_content&task=view&id=677&Itemid=265
calls a meeting quarterly to report the progress to the chairperson of the              Based on the Directions for the Implementation of Continuing
Green Management Committee, as well as reviewing the processes for               Education for Directors and Supervisors of TWSE Listed and TPEx               Audit Committee
reference in the future implementation works. The chairperson of the             Listed Companies, all CPT’s eight directors participated in the three-hour
Green Management Committee then reports to the Board of Directors on             corporate governance and social responsibility seminar on March 9th           In accordance with Article 14.4 of the Securities and Exchange Act
the achievements and status of the annual plan.                                  2015. This seminar offered valuable information, targeting on the subjects    which states that listed companies which are non-financial institutions
                                                                                 of reinforcing corporate governance culture, enhancing the competence of      and have a paid-in capital of 500 million NTD or above shall establish
       CPT strives to build an optimized management system. Members              the Board of Directors and the domestic and international trends in CSR       a review committee to replace the supervisors. After the General
of the Board are elected through the shareholder meeting, and the                reporting. Through the seminar, we expect that CPT’s executives will be       Shareholders’ Meeting on June 28, 2013, a review committee was
Board calls a meeting at least once quarterly to review the Company’s            better informed of the performance indicators on corporate governance         established and no supervisors were elected. The review committee is
performance. CPT is committed to maximizing shareholder equity. The              and CSR related economic, environmental and social issues. The Board          formed by the three independent directors, Mr. Jian-Zhong Yuan, Mr.
Rules of Procedure for the Board of Director Meetings specify a conflict of      of Directors is expected to establish procedures for assessment of CSR        Jian-He Zhao, and Mr. Yu-Yuan Cai.
interest avoidance system. If a director or a juristic person that the director  performance in economic, environmental and social aspects in three years.     The board of directors empowers the review committee to monitor the
represents is an interested party in relation to an agenda item, the director    The board directors and executives of the rank of Vice GM and above form      management and control of existing of potential risks. The board of
may state his/her opinions and respond to inquiries, but he/she may not          the core management group of CPT. Due to the losses, members of the           directors and the review committee shall convene at least once every
participate in discussion or voting on that agenda item and shall recuse         Board did not receive any remuneration in 2014, except travel expenses.       quarter and may schedule ad-hoc meetings if deemed necessary. Major
himself or herself from the discussion or voting on the item and may not         The sum paid for executives’ salaries, bonuses, allowances, special           matters specified by other companies or the competent authority shall be
exercise voting rights as proxy for another director when the relationship is    expenses and dividends in 2014 was approximately NT$ 80 million.              approved by a majority of the review committee members and submitted
likely to prejudice the interest of CPT.                                                                                                                       to the board for decision.
                                                                                                                                                               The CPT review committee and board ratified the capital expenditure
       Article 15.2 of the CPT corporate charter clearly states CPT shall                                                                                      project for the improvement of the wastewater recycling facilities of the

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