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Operation of Board of Directors

CPTs Board of Directors is the ultimate body responsible for the companys management.  The Audit Committee operates under the Board of Directors, responsible for carrying out audits on the companys management systems and operational procedures. The Chief Executive Officer (CEO) is a position appointed by the Board of Directors to support the Chairman, and is responsible for planning the companys future operational development and management strategies.  At present, CPTs Chairman serves concurrently as the CEO. The directors of the company were elected by the shareholders' meeting from among the persons with disposing capacity.

CPT is dedicated to exercising sound management practices. All directors were elected by the shareholders meeting. Board meetings are convened at least once each quarter. The Board is dedicated to managing the companys operating performance and maximising returns to shareholders. Recusal policy for directors in the Procedures for Board of Directors Meetings stipulates that if an interested-party relationship exists between any director, or a juristic person the director represents, and any agenda item, and such relationship is likely to prejudice the interests of the company, the director may state opinions and answer questions but may not participate in discussion of or voting on that agenda item, and shall recuse themselves during discussion of and voting on that item, and may not act as the proxy of another director to exercise voting rights on that matter.

Article 15-2 of CPTs Articles of Incorporation provides that the company may take out an insurance policy to protect directors from liability arising out of their duties during their tenure of office.  Since 2006, CPT has been taking out indemnity insurance for our directors and supervisors. (Supervisors were removed from 2013.)

 
Audit Committee

CPT has put in place an effective accounting system and internal controls system in accordance with the Regulations Governing Establishment of Internal Control Systems by Public Companies to carry out fiduciary and ethical management.  Internal auditors perform periodic audits on the status of compliance with the aforementioned systems. The Internal Audit Dept. is set up under and reports directly to the Board of Directors. It is responsible for formulating the annual audit plan for adoption by the Board, through which the annual audit plan is submitted to the Competent Authority. In addition to presenting written audit reports to the Chairman for review, such reports shall also be delivered to independent directors and supervisors for their perusal within the valid legal timeframe. Representative (s) of the Internal Audit Dept. shall attend board meetings regularly to report the companys audit affairs.   Any material event or deficiency shall be reported immediately to directors and supervisors for timely and effective control of risks. Details of internal control deficiencies identified during the audit process shall be kept on file for control purposes. It is essential to follow up the matters and status of improvement.

The Internal Audit Dept. filed 52 reports in 2013, in which a total of 66 matters were identified for follow- up. The responsible departments were required to take the appropriate corrective actions.

 
Board of Directors
Title
Name
Chairman
Chunghwa Electronics Investment Co., Ltd. Representative:J. L. Tsay
Director
Chunghwa Electronics Investment Co., Ltd. Representative:J. L. Tsay
Director
Chunghwa Electronics Investment Co., Ltd. Representative:Lin K., Wen-Yen
Director
Tatung Co., Representative:Wen-Chieh Peng
Director
Chunghwa Electronics Investment Co., Ltd. Representative:Ho-Lung Lin
Independent Director
Independent Director
Independent Director
 
 
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