Brogent Technologies, Inc. – フライングシアターメーカー



*Implementation of Corporate Governance

Brogent complies with the Company Act, Securities and Exchange Act, other regulations governing securities, the “Corporate Governance Best Practice Principles”, “Sustainable Development Best Practice Principles”, and “Ethical Corporate Management Best Practice Principles”. We have established the corporate governance framework and carried out related work on this basis to protect investors’ rights and interests, allow the Board of Directors and functional committees to serve their function, and increase information transparency.

The Company’s Chief Finance Officer Sui-Chuan Lin serves as the Corporate Governance Officer and main duties are as follows:
1. Develop and plan appropriate company systems and an organizational framework able to promote the independence of the Board of Directors, the company’s transparency and regulatory compliance, and effective implementation of internal audits and controls.
2. Report on the status of corporate governance operations to the Board of Directors, directors, and functional committees. Ensure that the Company’s shareholders meetings and Board meetings are being convened pursuant to relevant laws and regulations, as well as the Company’s corporate governance best practice principles.
3. Before each Board meeting, each director shall be consulted on the preparations for and agenda of the meeting. All directors shall be notified to attend the Board meeting at least 7 days in advance, and sufficient meeting information shall be provided to allow each director to understand each item on the agenda. Advance notice shall be provided to the relevant parties if any agenda items to be discussed constitute a conflict of interest and a recusal is required.
4. Set a date for the shareholders meeting each year within the legally-required period. A notice of the meeting, meeting agenda handbook, and meeting minutes shall be prepared and submitted before this period, after any amendments to the Articles of Incorporation or a re-election of directors.
5. After a Board and shareholders meeting, review material information announcements of important resolutions made at the Board meeting to make sure that these announcements are accurate and in compliance with the law, ensuring that investors have been provided with fair transaction information.
6. Report new amendments to regulations relevant to the Company’s business operations or corporate governance to directors.
7. Plan and arrange for annual director training relevant to the industry in which the Company does business and based on each director’s educational and professional background.
8. Provide required company information for directors, and maintain smooth communication between directors and executives in charge of each company department.
9. Assist in arranging for meetings and communication between independent directors and internal auditing officer or certified public accountants, allowing independent directors to understand the Company’s financial affairs/situations.
10. Other areas of responsibility as defined in the Company’s Articles of Incorporation or company contracts.

Continuing Education in 2023
Continuing education courseHours
Seminar on Corporate Governance for Directors and Supervisors3 hours
Insider Equity Publicity Briefing of the TPEx/ESB Listing Companies3 hours
Legal Issues Relating to ESG for Consideration by the Board of Director3 hours
Integrity Management, Anti-corruption and Corporate Governance3 hours
Total hours of courses12 hours

Promotion of regulations on insider trading:

2023 Internal Education and Training Employee Code of Conduct course, employees are strengthened in regulating business secrets. This course is a required course for employees and requires completion of the test. The total number of students attending the class is 290.

Directors and insiders through required courses and internal monthly publicity, emphasize stock trading control measures for insiders from the date they learn about the company's financial reports or related performance contents, including not being allowed to do so thirty days before the announcement of the annual financial report, and trade the company's stocks during the closed period of the fifteen days before the announcement of each quarterly financial report.

Risk Management

Brogent has set up an “Audit Office” directly under the Board of Directors responsible for internal audit affairs and handling related matters. It has one audit supervisor and one auditor. To ensure operational performance and efficiency (including profit, performance and assurance of asset security, etc.), reporting is reliable, timely, transparent, and comply with relevant laws and regulations.

Brogent’s risk management is divided into three parts: internal audit, internal control and risk analysis. Each department cooperates with the company's risk management policy to implement risk prevention. Brogent formulates risk assessment regulations and management strategies based on different risk types, and the audit office is responsible for audit and evaluation.

Each department has its own division of responsibilities, detects risks from actual business operations, and establishes an assessment mechanism and control indicators. The audit office evaluates whether risk management is effectively implemented to ensure the implementation and compliance of the system, and submits the audit results to the board of directors on December 11, 2023.

Intellectual Property Management

Brogent has formulated internal intellectual property management regulations to invest in patent layout during the R&D phase of new products, and regularly monitors patents related to the amusement equipment industry.

In addition, annual expenses are regularly invested in intellectual property rights application, maintenance and external consultants (including but not limited to appointing external consultants to provide risk analysis opinions). It has positive benefits in preventing the company's products from eliminating the risk of infringement and implementing the company's intellectual property rights assessment, application and maintenance policies.

The amendment of "Technical Proposal and Patent Application Maintenance Management Regulations" in 2023. Organized one patent-related education and training lecture and conducted an inventory of major patents and trademarks, and the results were submitted to the board of directors on December 11, 2023.

Succession Plan and Operation Status of Board Members

1. The company currently has a total of eight directors (including four independent directors). In accordance with the "Article of Incorporation", the election of directors is comprehensive adopted through a candidate nomination system. The nomination and selection of director members are based on the principles of fairness, impartiality and openness, and in accordance with "Corporate Governance Best Practice Principles" and "Rules for Election of Directors" stipulate that the single-name cumulative election method is adopted. The composition of the board of directors considers diversification, and seeks elites from various industries and experts in various fields to form the board of directors based on the company's own operations, operating types and development. The successor candidates for the board of directors will be based on the principle that they have considerable professionalism and foresight in business management, major decision-making and corporate governance.

2. In order to strengthen the functions of the board of directors and formulate appropriate diversified policies based on its own operations, operating types and development needs, it should include but not be limited to the following two major aspects of standards:

i. Basic conditions and values: gender, age, nationality and culture, etc.

ii. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industrial experience, etc. Board members should generally possess the knowledge, skills and qualities necessary to perform their duties. In order to achieve the ideal goals of corporate governance, the board of directors as a whole should have the following capabilities:
Professional Knowledge and Skills
Operational Judgment CapabilityAccounting and Financial Analysis Capability
Business Management CapabilityRisk Management Capability
Industry KnowledgeInternational Market Outlook
Leadership CapabilityDecision-making Capability

3. The company has formulated the "Corporate Governance Best Practice Principles" and "Board of Directors Self-evaluation or Peer Evaluation Regulations". Measuring items through performance evaluation, including the mastery of the company's goals and tasks, awareness of directors' responsibilities, degree of participation in company operations, internal relationship management and communication, directors’ professional and continuing education, internal control and specific opinion expressions, etc., to confirm the effective operation of the board of directors and evaluate the performance of directors, and perform internal board performance evaluations regularly every year. Depending on the needs, an external professional independent institution or a team of external experts and scholars may be entrusted to perform the assessment evaluation as a reference for selecting or nominating of directors in the future.

4. The background information, academic qualifications, and information on the operation of various functional committees of the company's board of directors have been published on the company's website and annual report. Moreover, in response to the international attention and trends in issues such as corporate governance and corporate social responsibility development in recent years, the company encourages directors to further their studies, and hires lecturers to the company to teach directors current affairs courses related to the company's future planning in accordance with the company's operations. The company also discloses information on directors’ participation in training on the company’s website.

5. Succession planning for the company’s board of directors members:

i. Establish a director candidate database based on the following standards:
A. Integrity, responsibility, innovation and decision-making capability, consistent with the company's core values, and possessing professional knowledge and skills that contribute to the company's operation and management.
B. Possess industrial experience related to the company's business operations.
C. Continuously provide the company with effective, collaborative, diversified strategies that in line with the company's needs.

ii. The nomination method for directors is as follows:
A. The current board of directors recommends appropriate candidates.
B. Director candidates recommended by shareholders.
C. The results of the performance evaluation of the board of directors are used as a reference for nominating directors for re-election.
iii. The overall board expertise must include corporate strategy, accounting and taxation, finance, law, administrative management and production management. In the future, we will plan to have at least one director of different genders

Succession Planning for Important Management

In addition to professional knowledge, skills and experience, important management must also possess the management competency of organizational leadership, business operations, communication and cooperation, innovative thinking, problem solving and decision-making.

The company arranges training courses on core competency and management competency for important management every year, and in order to improve the management capabilities of successors, we will effectively establish the company's management succession mechanism through participating in project tasks and cross-business unit rotation training, and go through short, medium and long-term training plans to cultivate a talent pool for succession.

The steps for succession planning are as follows:
1. Take inventory of key positions and management talent status, and confirm the required talent capabilities and leadership traits.
2. Establish a talent pool of potential successors through management discussions or selection.
3. Plan a complete training plan, strengthen the experience in different positions, and regularly review their performance and competency.
4. Review the status of talent cultivation for successors in a timely manner, and take over the target positions in a timely manner after passing the management’s evaluation.