Corporate Governance
Structure & Operation
Date： 2023/11/07
■ Functions of the Board of Directors
■ Functions of the Corporate Governance Committee
■ The functioning of Land Transaction and Exchanges Review Team
The composition, duties, and operations of the Team are based on 《Guidelines for Land Transaction and Exchanges of Taiwan Water Corporation》and《Regulations for Setting up and Review Process of Land Transaction and Exchanges Review Team, Taiwan Water Corporation》passed and issued by the board of directors.
- The composition of the board of directors: Taiwan Water Corporation (TWC) has a total of 15 directors, including two independent directors, three labor affiliated directors, as well as five supervisors. Of which the nomination of directors and supervisors shall be implemented in accordance with《Nomination Guideline for CEO, Manager, Director and Supervisor of State-owned Enterprise Under the Executive Yuan》, and 《Guideline for the Implementation of the Independent Director System for the National Corporation of the Ministry of Economic Affairs》.
- Convening of the board meeting: The board of directors meets once a month, reviewing the items which should be reported to the board by the responsible departments for discussion. The board of directors met 13 times during 2020.
- Board meetings follow-up: Finalized items of the monthly board meeting, and items voiced by directors shall be recorded in detail. As for resolutions to be implemented by the management, they shall be followed up separately with status reporting at the following board meeting.
■ Functions of the Corporate Governance Committee
- The composition and duties of the Corporate Governance Committee：The committee membership includes five directors, of which two independent directors are ex officio members and its co-chairs. The committee is charged with the overall governance of the corporation, including：
- Reviewing the orientation of corporate governance and progress of the annual implementation plan.
- Evaluating the feasibility and effectiveness of the various mechanisms in corporate governance.
- Supervising, following up on, and promoting the implementation of the annual corporate governance plan.
- Reviewing the self-assessment documents in the annual corporate governance appraisal and matters about on-site interviews.
- Examining the unreasonable systems or regulations that are detrimental to the development of the business.
- Conducting the review of the performance of the board of directors.
- Handling any other matters assigned to the committee in the resolution of the board meeting.
- Meetings of the Corporate Governance Committee：The committee meets once a quarter, therefore, the committee met four times during 2020.
- Follow-up and Supervision：The comments of all members (including independent directors) and the resolutions should be clearly recorded in meeting minutes. Every single task assigned to responsible departments in the resolutions should also be followed up on and supervised, and the progress of the items should be reported to the board.
■ The functioning of Land Transaction and Exchanges Review Team
The composition, duties, and operations of the Team are based on 《Guidelines for Land Transaction and Exchanges of Taiwan Water Corporation》and《Regulations for Setting up and Review Process of Land Transaction and Exchanges Review Team, Taiwan Water Corporation》passed and issued by the board of directors.
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