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Legal Compliance
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Emphasize Business Integrity
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Respect Intellectual Property Rights
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Implementations of Transparent Information
Board of Directors and Committees
Raydium Semiconductor Corporation (after this referred to as Raydium or the Company) emphasizes corporate governance and is committed to managing its core business. Company operations comply with relevant laws and regulations from the government and prioritize the rights and interests of the Company and all shareholders. Functional committees, including an Audit Committee and a Remuneration Committee, have been set up and membership of which comprise of all Independent Directors. The Audit Committee plays a supervisory role over the Company. It reviews the business implementation of the Company and the Board of Directors with a prudent attitude. Alternatively, the Remuneration Committee takes sound pays and compensation systems for the Directors and managers into consideration, and its recommendations are submitted to the Board meetings for discussion.
Raydium’s management team comprises of all professional managers who are not constrained by short-term management performance, but rather, are actively committed to pursuing for the Company’s sustainable development. In addition, the Company has also established a " Codes of Ethical Conduct for Directors" to put the corporate governance mechanism into practice. And it allows Raydium to achieve long-term profitability and steady growth, which is our promise to all investors.
Organization Structure
Board of Directors
董事多元化政策
瑞鼎業於2021 年 4 月 15 日董事會通過訂定「公司治理實務守則」，於第三章「強化董事會職能」章節中即訂有多元化方針。瑞鼎董事會成員之提名及選任均依循公司章程之規定採候選人提名制，遵守「董事選舉辦法」及「公司治理實務守則」。瑞鼎董事會成員之組成係考量公司目前營運規模及未來發展，以健全瑞鼎董事會結構，多元化目標包括是否兼任瑞鼎員工、年齡、教育、經歷或專業能力等綜合評估，且具備誠信正直之聲譽，並具備參與監督公司業務及協助經營管理之能力，對公司的營運提供建議及監督。瑞鼎董事均具備完整豐富符合多元化目標，相關落實情形。
| 姓名 | 性別 | 是否兼任 公司員工 |
年齡 | 專業能力 | |||||
|---|---|---|---|---|---|---|---|---|---|
| 60歲 以下 |
60-65歲 | 65歲 以上 |
經營管理 | 財務會計 | 產業經歷 | 領導決策 能力 |
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| 黃裕國 | 男 | 是 | ✔ | ✔ | ✔ | ✔ | |||
| 康利投資(股)代表人：洪泓杰 | 男 | 否 | ✔ | ✔ | ✔ | ✔ | |||
| 康利投資(股)代表人：曾煜智 | 男 | 否 | ✔ | ✔ | ✔ | ✔ | ✔ | ||
| 李錫華 | 男 | 否 | ✔ | ✔ | ✔ | ✔ | |||
| 鄭煒順(獨立董事) | 男 | 否 | ✔ | ✔ | ✔ | ✔ | ✔ | ||
| 謝宏波(獨立董事) | 男 | 否 | ✔ | ✔ | ✔ | ✔ | |||
| 周世傑(獨立董事) | 男 | 否 | ✔ | ✔ | ✔ | ✔ | |||
Audit Committee
Raydium established an Audit Committee on May 16, 2008, which formed by three Independent Directors. And it convenes at least one meeting in each quarter to facilitate the Board of Directors to carry out its supervisory responsibilities, as well as tasks delegated by the Company Act, Securities and Exchange Act, and other relevant laws.
Remuneration Committee
Raydium established a Remuneration Committee on November 2, 2011, which formed by three Independent Directors. And the Remuneration Committee convenes at least two meetings each year. It is in charge of establishing and regularly reviewing the compensation policy, regulation and structure for Directors and managers as well as their performance evaluation.
公司治理主管
瑞鼎於2021 年 4 月 15 日業經董事會決議通過財務中心林佩怡協理擔任公司治理主管，並由財務單位執行各項公司治理相關事務，保障股東權益並強化董事會職能。公司治理主管主要職責為提供董事及獨立董事執行業務所需資料、協助董事及獨立董事遵循法令、依法辦理董事會及股東會之會議相關事宜、製作董事會及股東會議事錄、協助董事就任及持續進修等，並依規定參加公司治理主管之進修課程。
內部稽核組織及運作
瑞鼎內部稽核為獨立單位，直接隸屬於董事會。稽核主管之任免經審計委員會、董事會同意，且內部稽核人員之任免、考評、薪資報酬由稽核主管簽報至董事長核定。
內部稽核單位依董事會通過的年度稽核計畫，執行各交易循環和作業管理辦法查核，並將相關工作底稿、稽核結果作成書面稽核報告提交董事長及審計委員，且定期於審計委員會議及董事會議中報告。瑞鼎依據法令規範及考量公司作業風險擬訂內部控制制度及內部稽核施行細則，範圍涵蓋瑞鼎所有交易循環、重要管理作業辦法及子公司。
Business Integrity
In order to improve ethical corporate management of the company and establish an overall culture of ethical corporate management, the company's board of directors passed the "Ethical Corporate Management Best Practice Principles," the highest-level corporate ethics policy of the company, in April 2021. This was made in reference to the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies." In accordance with the "Ethical Corporate Management Best Practice Principles" and "Procedures for Ethical Management and Guidelines for Conduct" set by the board of directors, Human Resources and Environmental Health and Safety Center, and Legal Affairs have formed an ethical corporate management team that reports to the board of directors and is responsible for the supervision and implementation of the ethical corporate management policy and prevention plan.
The company's implementation of ethical corporate management involves: online courses on legal ethics compliance, establishment of internal and external feedback boxes for reporting violations of ethical corporate management, and providing complaint channels ( [email protected]
). Through its education and training arm, the company runs the "Ethical Behavior Course" every year to regularly remind colleagues of the company's emphasis on ethical corporate management.
If a serious violation is found or if the company is in danger of severe losses, the company personnel or unit responsible for accepting the case shall immediately notify members of the audit committee in a written report for their action.
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Human Rights Policy
Raydium and its subsidiaries abides by local laws and regulations in all countries and regions where we operate. We support the UN Universal Declaration of Human Rights (UDHR), International Labor Organization：Declaration of Fundamental Principles and Rights at Work and the UN Guiding Principles on Business and Human Rights (UNGPs).
Guiding Principles
• Provide a safe and secure work environment
• Eliminate unlawful discrimination and ensure equality in the workplace
• Zero tolerance for child labor
• Forbid forced labor
• Value the physical and psychological well-being of employees.
Anti-bribery & anti-corruption
Raydium has consistently adhered to the principles of integrity and honesty in its business operations, following the principles of fairness, honesty, trustworthiness, and transparency. We maintain a zero-tolerance approach towards any corrupt and bribery practices, and we commit to ensuring that there will be no form of corruption or bribery in any of our business interactions.
Raydium responds to and adheres to relevant international conventions, including the "United Nations Convention against Corruption", the "Enforcement Act of the United Nations Convention against Corruption", and the World Economic Forum's "Partnering Against Corruption Initiative (PACI)". We also comply with Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political donation Act, Anti-Corruption Act, and other relevant laws and regulations.
