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Genius Solution for SEMI-EQ. 

Governance and Integrity Management

Adhering to the principles of corporate governance, Genii Idea is dedicated to ensuring the overall operations of the Company are conducted in a legal, fair, and transparent manner within the framework of corporate governance mechanisms. We consistently reinforce the functions of our Board of Directors, implement corporate social responsibility initiatives, and work to protect the rights and interests of all shareholders and stakeholders.

Internal Audit

We have established an Internal Audit/Control Office directly under the Board of Directors. The appointment and dismissal of the head of internal audit must be submitted for approval by the Board of Directors, and internal audits are implemented according to the audit plan as approved by the Board of Directors. In addition to routine meeting reports, the head of internal audit reports regularly to the Chairman as needed to assist with the management of foreseeable potential control vulnerabilities and take proactive measures for improvement based on the actual situation.

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Regulations and Mechanisms

Board of Directors

To establish a robust board governance system with effective oversight and management functions, the Company adheres to the regulations outlined in Article 2 of the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies" by revising our "Board of Directors Meeting Rules" to conduct regular meetings addressing the Company's operational plans, significant financial business reports, internal audit activities, and other crucial matters.

2​023

Title

Name

Actual attendance

Proxy attendance

Attendance rate (%)

董事長

曾國強

8

0

100%

董事

翁楠凱

8

0

100%

董事

廖佩君

​7

1

88%

董事

鄭惠芸

7

1

88%

董事

陳勝標

7

1

88%

獨立董事

謝登隆

1

0

100%

獨立董事

楊維如

1

0

100%

獨立董事

李增華

1

0

100%

獨立董事

邱奕賢

1

0

100%

Board of Directors Organization and Responsibilities

Duties of the Board of Directors

To strengthen our corporate governance and foster the healthy development of its Board of Directors, the Company advocates and upholds a policy of board diversity. In accordance with Article 20 of the "Corporate Governance Best Practice Principles for TWSE/GTSM-Listed Companies", diversity in this context encompasses a range of criteria and values (including but not limited to gender, age, nationality, culture, as well as professional knowledge and skills, such as educational background, expertise, and industry experience). Genii Idea adheres to this diversity policy as its guiding principle.


The incumbent Board of Directors consists of 9 members, all of whom are citizens of Taiwan and possess extensive experience in business management, leadership, decision-making, and relevant industry knowledge. Their educational and professional backgrounds encompass various disciplines, including finance, management, marketing, and more. For detailed information about their expertise and age distribution, please refer to the table below. Our board of directors consists of nine members, including three female directors, demonstrating our commitment to gender equality among board members and achieving tangible diversity goals within the board.


The Board of Directors at Genii Idea holds a broad spectrum of responsibilities that encompass multiple facets of corporate operations. Their primary objectives are to safeguard the interests of the Company and its investors while providing guidance and support for the Company's long-term development. These responsibilities can be summarized as follows:

  1. Defining the Company's long-term development strategy and objectives, offering directional guidance and support for the company's overarching vision

  2. Exercising oversight over the Company's day-to-day operations and management to ensure strict compliance with legal and ethical standards, as well as adherence to board decisions.

  3. Conducting diligent scrutiny of the Company's financial health, ensuring the accuracy and comprehensiveness of financial statements, and offering recommendations concerning financial risk management and investment strategies.

  4. Ensuring the efficient operation of the Company's risk management and internal control systems to preclude and mitigate potential risks, thereby safeguarding the interests of the Company and its investors.

  5. Supervising the Company's engagement in social responsibility and sustainable development initiatives, ensuring that obligations spanning economic, social, and environmental domains are diligently fulfilled, ultimately creating value for shareholders, employees, customers, and society as a whole.

  6. Undertaking the tasks of appointing, overseeing, and evaluating the performance of the Company's senior executives. This involves ensuring that our Company leaders possess the requisite professional acumen and adhere to high ethical standards, thus enabling them to provide robust managerial support for the Company's enduring growth and success.

Board of Director Members and Profiles

Mr. ZENG,GUO-QIANG

Public Welfare Trust - Sustainable Education Fund. Co-founder

RRR Beautiful Earth Corp. Chairman

Chairman

Mr. WENG,NAN-KAI

Director

聚酈永續股份有限公司 人董事之代表人

Mrs. LIAO,PEI-JUN

Director

Public Welfare Trust - Sustainable Education Fund. Co-founder

Mrs. ZHENG,HUI-YUN

Director

鵬崴投資(有)公司

Mr. CHEN,SHENG-BIAO

Director

Public Welfare Trust - Sustainable Education Fund Co-founder

JER YIH ELECTRICAL CO., LTD. Chairman

Mr. XIE,DENG-LONG

Independent Director

Tunghai University EMBA Associate Professor

Mrs. YANG,WEI-JU

Independent Director

Chaoyang University of Technology Department of Accounting. Associate Professor

Mr. LI,ZENG-HUA

Independent Director

ADATA TECHNOLOGY CO., LTD. Special Assistant

Mr.CHIU,I-HS

Independent Director

Pro Group Law Firm. Director

Name

Current positions held within the Company

Current positions held in other companies

Functional Committees

Duties of the Remuneration Committee

The committee must diligently perform the following duties with the care of a prudent manager and submit recommendations to the Board of Directors. However, concerning the remuneration of supervisors, recommendations are to be submitted to the Board of Directors only if the remuneration of supervisors has been stipulated in the Company's Articles of Incorporation or authorized by a resolution of the shareholders' meeting:

I. Periodically review this regulation and propose amendments as needed.

II. Establish and periodically review the performance evaluation standards for directors, supervisors, and managers of the Company, as well as the annual and long-term performance objectives, policies, systems, standards, and structures for remuneration, disclosing the content of the performance evaluation standardsin the annual report.

III. Periodically assess the achievement of performance objectives by the Company's directors, supervisors, and managers. Based on the results of the performance evaluation standards, establish the content and amount of individual remuneration for each of them. The annual reports disclose the individual performance evaluation results of directors, supervisors, and managers, as well as the content and amount of individual remuneration and their relevance and reasonableness in relation to the performance evaluation results, and report them to the shareholders' meeting.

When performing these duties, the committee must adhere to the following principles:

I. Ensure that the company's remuneration arrangements comply with relevant laws and are sufficient to attract top talents.

II. Performance assessment and remuneration for directors, supervisors, and managers should reference industry norms and consider individual performance evaluation results, time commitment, responsibilities, achievement of personal goals, performance in other roles, remuneration provided to individuals in equivalent positions in recent years, as well as the achievement of the Company's short-term and long-term business objectives, financial condition, and other factors related to individual performance and the Company's operational performance and future risks.

III. Directors and managers should not be incentivized to engage in behavior that exceeds the Company's risk tolerance in pursuit of remuneration.

IV. The proportion of short-term performance rewards and the timing of variable remuneration payments to directors and senior executives should be determined considering industry characteristics and the nature of the Company's business.

V. The content and amount of remuneration for directors, supervisors, and managers should be reasonable. The determination of remuneration for directors, supervisors, and managers should not significantly deviate from financial performance. If there is a significant decline in profit or prolonged losses, their remuneration should not exceed that of the previous year. If it still exceeds the previous year's level, a reasonable explanation should be disclosed in the annual report and reported to the shareholders’ meeting.

VI. Members of this committee cannot participate in discussions or voting regarding their personal remuneration.

The term "remuneration" referred to in the first two paragraphs includes cash compensation, stock options, bonus shares, retirement benefits or severance pay, various allowances, and other substantial incentive measures. Its scope should be consistent with the matters to be disclosed in the annual report of publicly traded companies regarding the remuneration of directors, supervisors, and managers.

Matters related to the remuneration of directors and managers of subsidiary companies within the corporate hierarchy that require approval by Genii Idea’s Board of Directors, will first be proposed by this committee. Subsequently, they will be submitted for discussion by the Board of Directors after the committee's recommendations have been considered.

Remuneration Committee Member Profiles

Name

Academic Credentials

Previous Experience

Mr. XIE,DENG-LONG

Ph.D. in Economics, NCCU

Dean of Department of International Business, Tunghai University (3 years)
Dean of EMBA, College of Management, Tunghai University (6 years)

Mr. YANG,WEI-RU

Ph.D. in Finance, National Yunlin University of Science and Technology

Kunyue Development Co., Ltd.  Supervisor

CPA qualifications in U.S. and Taiwan

Mr. LI,ZENG-HUA

Department of Accounting, National Chung Hsing University

Director of Audit Division at Ernst & Young (3 years)
OTC Regulatory Examiner and Supervisor (9 years)
CFO (13 years), CIO (3 years)

Operation of the Remuneration Committee

The committee convenes at least twice annually, and the notice for convening should include the agenda items and be sent to committee members at least seven days in advance. In the event of emergencies, this notice may not apply. Attendance at the committee meetings is as follows:

2​023

Name

Actual attendance

Proxy attendance

Attendance rate (%)

謝登隆

1

1

100%

楊維如

1

1

100%

李增華

1

1

100%

corporate vision

  為確保本公司之穩健經營與永續發展本公司於112年8月24日訂定「風險管理實務守則」及「風險管理政策與程序」以建立整體風險管理制度並由本公司之董事會審計委員會總經理稽核室各風險管理單位共同參與推動執行每年定期由各風險管理單位辨識可能影響企業永續發展的相關風險篩選出風險管理範疇並依據最新內部稽核之發展及準則要求監測潛在風險並實行預防措施以強化風險管理

本公司審視本身業務及經營特性將下列風險類別納入管理

  • 策略風險

  • 營運風險

  1. 原料價格與供應鏈風險

  2. 財務風險

  3. 資訊風險

  4. 法遵風險

  5. 誠信風險

  6. 其他新興風險(如氣候變遷及環境或傳染病相關風險)等

   

  各業務執行單位為最初風險發覺評估及控制的直接單位業務執行單位主管負有風險管理責任負責監督及管控所屬單位內相關風險確保公司風險管理制度能完整有效地控制相關風險

corporate vision

  1. 永續發展相關制度與規範之訂定   
    112年 07 月 31 日經董事會核准訂定本公司永續發展實務守則。​

  2. 永續發展推動計畫辦理情形

Internal Audit Organization

The design, implementation, and examination of the Company's internal control system are carried out in accordance with the guidelines for establishing internal control systems for public companies and related laws and regulations.

 

Internal Audit Organization and Objectives

The internal audit unit is under the jurisdiction of the Board of Directors, and its establishment is aimed at assisting the Board of Directors and management in examining and reviewing deficiencies in the internal control system. It gauges the efficacy and efficiency of operations and provides timely improvement recommendations to ensure the continuous and effective implementation of the internal control system, serving as a basis for reviewing and amending the internal control system.

 

The Company's Internal Audit/Control Office, considering its organizational size, business conditions, and management needs, appoints qualified and appropriate personnel and designates job proxies as needed. The audit unit regularly reports its audit activities to the Board of Directors. The appointment and dismissal of the head of internal audit must be approved by the Board of Directors. The appointment, evaluation, and compensation of internal audit personnel are carried out in accordance with relevant personnel regulations.

 

Scope of Audit

The company conducts inspections of its internal control system to assess the efficacy of current policies and procedures. Internal audits cover the examination and evaluation of the adequacy and efficacy of internal control systems in various departments within the Company. It also assesses the efficiency and compliance of operational activities and their impact on various operational processes.

Duties and Authority of Internal Auditors

Internal auditors are responsible for conducting audits in accordance with principles of honesty and credibility. They must adhere to the behavioral standards set by the regulatory authorities. Internal audit operates independently, maintaining an objective and impartial stance, guided by a commitment to seeking the truth with diligence and professionalism.

During the audit process, internal auditors have the authority to inquire into any doubts and may request detailed information from the relevant units. They have the right to access the records, reports, and pertinent documents of the audited units. If necessary, written explanations may be requested from the audited units, and the staff of the audited units are expected to cooperate to the best of their abilities.

In the course of their work, auditors may access all records, and the audited units are not allowed to refuse or conceal any information. For confidential files, access must be approved by the head of audit unit before review.

 

Internal auditors may also conduct special audits when deemed necessary.

Responsibilities of Internal Audit

  1. Developing annual audit plans based on risk assessments and submitting it for approval by the Board of Directors.

  2. Implementing the approved annual audit plan, which may include special audit projects or initiatives requested by the Board of Directors.

  3. Monitoring the progress of improvements in areas of abnormal internal controls.

  4. Maintaining a team of professional auditors with adequate knowledge, skills, experience, and relevant certifications.

  5. Regularly reporting summarized audit findings to the Board of Directors and senior management.

  6. Providing advisory services to assist senior management in achieving company objectives.

  7. Fulfilling any other duties and responsibilities as required by applicable laws and regulations.

Internal Control Self-Assessment

The audit unit will review the self-assessments conducted by various departments within the Company and consolidates the results of these self-assessments, along with information on improvements made in response to identified internal control deficiencies and abnormalities. These findings serve as the basis for evaluating the overall efficacy of the internal control system, as well as for the preparation of internal control statements for review by the Board of Directors and senior management.

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