Governance Organization
Company Organizational Chart
The chairman is the highest level person in charge of Brogent. The position has been held by Mr. Chih-Hung Ouyang (concurrently holds the position of president) since the election of directors during the annual general meeting on May 31, 2023. He is responsible for the overall management of the Company's economic, social, and environmental performance and for making decisions on related issues. He is also responsible for supervising the implementation of internal audits and internal controls, planning medium and long-term business strategies, directions for developing new businesses, and market strategies, and managing the operational performance of investee companies.
The Board of Directors is the Company's highest governance body, and is mainly responsible for guiding the Company's strategies, supervising management, and is accountable to the Company and shareholders. The Company established an Audit Committee and Remuneration Committee under the Board of Directors. Functional committees are accountable to the Board of Directors and submit proposals to the Board of Directors for resolution. Furthermore, Brogent has also appointed a corporate governance officer to protect the rights and interests of investors, serve the function of the Board of Directors and functional committees, and increase information transparency.
Operation of the Board of Directors
Brogent's Board of Directors supervises the Company's operations, formulates company strategies and policies, identifies operational risks, and plans the development direction of corporate social responsibility by exercising the powers conferred by the Company Act, Articles of Incorporation, and resolutions of the shareholders meeting. The Board of Directors convenes at least one regular meeting every quarter, and convened a total of 8 meetings in 2023 with an attendance rate of 97%.
Meetings were convened between independent directors, chief internal auditor, and CPAs to communicate corporate governance affairs, and major key events were communicated with the highest governance body 2 times. The scope included: responsibilities of governance units, the quality management system of Deloitte Taiwan, audit scope and methods, significant accounting policies, significant accounting estimates and major events or transactions, assessment of significant risks and key audit matters in 2023, independence, risk results of the internal control process, International Financial Reporting Standards (IFRS), IFRS Sustainability Disclosure Standards, identification and assessment of risks of material misrepresentation (or uncorrected material misrepresentation), material uncertainties that cast doubt on the ability to continue as a going concern, disagreements with the opinions of management, and formulation of the 2024 annual audit plan.
Director Nomination and Election
The nomination and selection of Board members are based on the fair, impartial, and open "Rule for Election of Directors." The candidate nomination system is used in accordance with Article 192-1 of the Company Act. Directors are elected by the shareholders meeting from the list of candidates. The directors shall be elected using the single-registration cumulative vote method. The Board of Directors shall have seven to nine directors, including at least three independent directors, serving a three-year term and eligible for re-election. Brogent requires managers and directors to meet the highest ethical standards of ethical corporate management, and sets forth the duties of a good administrator in the Ethical Corporate Management Best Practice Principles, Code of Ethical Conduct for Directors and Managerial Officers, and Operating Procedure for Prevention of Insider Trading.
Diversity and Independence of Board Members
Brogent clearly stipulates in the "Corporate Governance Best Practice Principles" that the diversity of Board members must be taken into consideration, and that there are no restrictions on gender, age, nationality, and culture. In 2023, the Board of Directors consisted of 8 members, all of whom were 51 years old and above. The Board members all had an expertise in operational identification, business management, leadership and decision-making, crisis management, knowledge of the industry, and an understanding of international markets. They had practical and academic backgrounds in different aspects of ESG, including accounting, industry, finance, technology, and law. Seven directors (accounting for approximately 87.5%) did not concurrently hold managerial positions in the Company, showing that the Board of Directors had a sound composition. The Board of Directors is also independent. Among the 8 directors, 4 are independent directors (accounting for 50%), and there are no spouses or relatives within the second degree of kinship among the directors.
Continuing Education of Directors
Brogent handles continuing education of the Board of Directors in accordance with the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies." Directors received a total of 54 hours of continuing education in 2023, on average each director received 6.75 hours of continuing education, which continues to improve the Board's understanding of regulatory changes and emerging issues, strengthens directors' overall competencies, and improves corporate governance results.
Operations of Functional Committees
Remuneration Committee
The Remuneration Committee and its Charter were established in accordance with the "Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange." The Remuneration Committee supervises the Company's remuneration system for directors and managers, faithfully performs its duties, and submits proposals to the Board of Directors for review. Meetings are held at least twice a year and whenever necessary.
The remuneration standards for Board members or senior management of Brogent are based on the "Administrative Measures for the Remuneration of Directors and Managers." The Company's annual performance evaluation for managers is based on their contribution to financial indicators, quality and risk management, and leadership and management performance. Raises and variable salaries of managers are linked to business performance. Information on remuneration is disclosed in the annual report for review by all Brogent stakeholders. Furthermore, the remuneration of Brogent's directors and senior management is determined and supervised by the Remuneration Committee, and submitted to the Board of Directors for approval, so as to prevent directors and senior management from engaging in behavior that exceeds the Company's risk appetite.
Brogent's Audit Committee and Remuneration Committee are formed by all independent directors and are independent. Brogent does not have a clawback mechanism. For information on the remuneration of directors, president and vice presidents, please refer to pages 22 to 24 of Brogent's 2023 Annual Report.
Audit Committee
Brogent established an Audit Committee to strengthen corporate governance and operations, effectively supervise internal controls, inspect financial statements, and evaluate and guide the Company's audit work. The committee convenes at least six meetings a year, and may convene meetings whenever necessary. The Audit Committee convenes two communication meetings with the chief internal auditor and CPAs every year to discuss the fair presentation of the Company's financial statements, the independence of the CPAs, the effective implementation of the Company's internal controls, the Company's compliance with relevant laws and regulations, and the management of existing or potential risks.
Board of Directors and functional committee performance evaluations
Internal self-evaluations are conducted for the performance of the Board of Directors and functional committees (Audit Committee and Remuneration Committee). The self-evaluation results were "exceeds standards" and "excellent," which shows that Brogent's Board of Directors and functional committees are functioning properly and operating efficiently, and the results were reported to the Board of Directors on January 13, 2023 and January 23, 2024. Details of the performance evaluations are described below:
1. Performance evaluation of the Board of Directors
2. Functional committee performance evaluation
Implementation of Corporate Governance
Brogent established its corporate governance framework and carries out related tasks in accordance with the Company Act, Securities and Exchange Act, and other relevant securities management regulations, as well as the "Corporate Governance Best Practice Principles," "Sustainable Development Best Practice Principles," and "Ethical Corporate Management Best Practice Principles." We protect the rights and interests of investors, give full play to the functions of the Board of Directors and functional committees, and increase information transparency on this basis. The Company's Chief Financial Officer Sui-Chuan Lin serves as the corporate governance officer, and her main duties include:
Continuing Education of the Corporate Governance Officer
Results of Governance
In 2023, Brogent focused on improving protection for shareholders' rights and interests with respect to corporate governance, and ranked in the top 6%-20% of TPEx-listed companies in the 10th Corporate Governance Evaluation. In the future, we will continue to work hard to strengthen the structure and operations of the Board of Directors, enhance Board functions, and improve the quality of non-financial information disclosure to improve corporate governance information.
The chairman is the highest level person in charge of Brogent. The position has been held by Mr. Chih-Hung Ouyang (concurrently holds the position of president) since the election of directors during the annual general meeting on May 31, 2023. He is responsible for the overall management of the Company's economic, social, and environmental performance and for making decisions on related issues. He is also responsible for supervising the implementation of internal audits and internal controls, planning medium and long-term business strategies, directions for developing new businesses, and market strategies, and managing the operational performance of investee companies.
The Board of Directors is the Company's highest governance body, and is mainly responsible for guiding the Company's strategies, supervising management, and is accountable to the Company and shareholders. The Company established an Audit Committee and Remuneration Committee under the Board of Directors. Functional committees are accountable to the Board of Directors and submit proposals to the Board of Directors for resolution. Furthermore, Brogent has also appointed a corporate governance officer to protect the rights and interests of investors, serve the function of the Board of Directors and functional committees, and increase information transparency.
Operation of the Board of Directors
Brogent's Board of Directors supervises the Company's operations, formulates company strategies and policies, identifies operational risks, and plans the development direction of corporate social responsibility by exercising the powers conferred by the Company Act, Articles of Incorporation, and resolutions of the shareholders meeting. The Board of Directors convenes at least one regular meeting every quarter, and convened a total of 8 meetings in 2023 with an attendance rate of 97%.
Meetings were convened between independent directors, chief internal auditor, and CPAs to communicate corporate governance affairs, and major key events were communicated with the highest governance body 2 times. The scope included: responsibilities of governance units, the quality management system of Deloitte Taiwan, audit scope and methods, significant accounting policies, significant accounting estimates and major events or transactions, assessment of significant risks and key audit matters in 2023, independence, risk results of the internal control process, International Financial Reporting Standards (IFRS), IFRS Sustainability Disclosure Standards, identification and assessment of risks of material misrepresentation (or uncorrected material misrepresentation), material uncertainties that cast doubt on the ability to continue as a going concern, disagreements with the opinions of management, and formulation of the 2024 annual audit plan.
Director Nomination and Election
The nomination and selection of Board members are based on the fair, impartial, and open "Rule for Election of Directors." The candidate nomination system is used in accordance with Article 192-1 of the Company Act. Directors are elected by the shareholders meeting from the list of candidates. The directors shall be elected using the single-registration cumulative vote method. The Board of Directors shall have seven to nine directors, including at least three independent directors, serving a three-year term and eligible for re-election. Brogent requires managers and directors to meet the highest ethical standards of ethical corporate management, and sets forth the duties of a good administrator in the Ethical Corporate Management Best Practice Principles, Code of Ethical Conduct for Directors and Managerial Officers, and Operating Procedure for Prevention of Insider Trading.
Diversity and Independence of Board Members
Brogent clearly stipulates in the "Corporate Governance Best Practice Principles" that the diversity of Board members must be taken into consideration, and that there are no restrictions on gender, age, nationality, and culture. In 2023, the Board of Directors consisted of 8 members, all of whom were 51 years old and above. The Board members all had an expertise in operational identification, business management, leadership and decision-making, crisis management, knowledge of the industry, and an understanding of international markets. They had practical and academic backgrounds in different aspects of ESG, including accounting, industry, finance, technology, and law. Seven directors (accounting for approximately 87.5%) did not concurrently hold managerial positions in the Company, showing that the Board of Directors had a sound composition. The Board of Directors is also independent. Among the 8 directors, 4 are independent directors (accounting for 50%), and there are no spouses or relatives within the second degree of kinship among the directors.
Continuing Education of Directors
Brogent handles continuing education of the Board of Directors in accordance with the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies." Directors received a total of 54 hours of continuing education in 2023, on average each director received 6.75 hours of continuing education, which continues to improve the Board's understanding of regulatory changes and emerging issues, strengthens directors' overall competencies, and improves corporate governance results.
Operations of Functional Committees
Remuneration Committee
The Remuneration Committee and its Charter were established in accordance with the "Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange." The Remuneration Committee supervises the Company's remuneration system for directors and managers, faithfully performs its duties, and submits proposals to the Board of Directors for review. Meetings are held at least twice a year and whenever necessary.
The remuneration standards for Board members or senior management of Brogent are based on the "Administrative Measures for the Remuneration of Directors and Managers." The Company's annual performance evaluation for managers is based on their contribution to financial indicators, quality and risk management, and leadership and management performance. Raises and variable salaries of managers are linked to business performance. Information on remuneration is disclosed in the annual report for review by all Brogent stakeholders. Furthermore, the remuneration of Brogent's directors and senior management is determined and supervised by the Remuneration Committee, and submitted to the Board of Directors for approval, so as to prevent directors and senior management from engaging in behavior that exceeds the Company's risk appetite.
Brogent's Audit Committee and Remuneration Committee are formed by all independent directors and are independent. Brogent does not have a clawback mechanism. For information on the remuneration of directors, president and vice presidents, please refer to pages 22 to 24 of Brogent's 2023 Annual Report.
Audit Committee
Brogent established an Audit Committee to strengthen corporate governance and operations, effectively supervise internal controls, inspect financial statements, and evaluate and guide the Company's audit work. The committee convenes at least six meetings a year, and may convene meetings whenever necessary. The Audit Committee convenes two communication meetings with the chief internal auditor and CPAs every year to discuss the fair presentation of the Company's financial statements, the independence of the CPAs, the effective implementation of the Company's internal controls, the Company's compliance with relevant laws and regulations, and the management of existing or potential risks.
Board of Directors and functional committee performance evaluations
Internal self-evaluations are conducted for the performance of the Board of Directors and functional committees (Audit Committee and Remuneration Committee). The self-evaluation results were "exceeds standards" and "excellent," which shows that Brogent's Board of Directors and functional committees are functioning properly and operating efficiently, and the results were reported to the Board of Directors on January 13, 2023 and January 23, 2024. Details of the performance evaluations are described below:
1. Performance evaluation of the Board of Directors
2. Functional committee performance evaluation
Implementation of Corporate Governance
Brogent established its corporate governance framework and carries out related tasks in accordance with the Company Act, Securities and Exchange Act, and other relevant securities management regulations, as well as the "Corporate Governance Best Practice Principles," "Sustainable Development Best Practice Principles," and "Ethical Corporate Management Best Practice Principles." We protect the rights and interests of investors, give full play to the functions of the Board of Directors and functional committees, and increase information transparency on this basis. The Company's Chief Financial Officer Sui-Chuan Lin serves as the corporate governance officer, and her main duties include:
Continuing Education of the Corporate Governance Officer
Results of Governance
In 2023, Brogent focused on improving protection for shareholders' rights and interests with respect to corporate governance, and ranked in the top 6%-20% of TPEx-listed companies in the 10th Corporate Governance Evaluation. In the future, we will continue to work hard to strengthen the structure and operations of the Board of Directors, enhance Board functions, and improve the quality of non-financial information disclosure to improve corporate governance information.