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raydium
  • Legal Compliance
  • Emphasize Business Integrity
  • Respect Intellectual Property Rights
  • Implementations of Transparent Information
Board of Directors and Committees
公司治理主管
內部稽核組織及運作
Business Integrity

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
黃裕國
康利投資(股)代表人:洪泓杰
康利投資(股)代表人:曾煜智
李錫華
鄭煒順(獨立董事)
謝宏波(獨立董事)
周世傑(獨立董事)

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。

項目 檔案
公司治理業務執行情形
公司治理主管進修情形

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, Finance 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 ( Whistleblower@rad-ic.com ). 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.

Members Leadership Job Focus
Human Resources and Environmental Health and Safety Center
raydium_csr_stakeholder_icon_1.png Create and update the "Ethical Corporate Management Best Practice Principles" and "Procedures for Ethical Management and Guidelines for Conduct"
raydium_csr_stakeholder_icon_1.png Promote ethical corporate management policies
raydium_csr_stakeholder_icon_1.png Receive notifications when the company's personnel directly or indirectly provide benefits from others and put forward appropriate suggestions for handling it
raydium_csr_stakeholder_icon_1.png Establish anti-fraud measures according to the laws and regulations to ensure ethical corporate management
raydium_csr_stakeholder_icon_1.png Arrange for education and training courses related to ethical corporate management every year (external training/internal training/newcomer training) to convey the importance of ethical corporate management
raydium_csr_stakeholder_icon_1.png Incorporate ethical corporate management into employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints
raydium_csr_stakeholder_icon_1.png Set up a reporting email, which can be used by internal or external personnel for reporting violations
raydium_csr_stakeholder_icon_1.png Consolidate and ensure ethical corporate management is carried out
raydium_csr_stakeholder_icon_1.png Report annually to the Board of Directors
Finance Center
raydium_csr_stakeholder_icon_1.png Implement and monitor the "Ethical Corporate Management Best Practice Principles" and "Procedures for Ethical Management and Guidelines for Conduct"
raydium_csr_stakeholder_icon_1.png Assist in incorporating ethics and moral values into the Company's business strategy
raydium_csr_stakeholder_icon_1.png Manage the internal organization, structure and responsibilities. Reinforce checks and balances for daily operations management of business activities within the business scope with a higher risk of unethical conduct
Legal Affairs
raydium_csr_stakeholder_icon_1.png Receive notifications when the company's personnel directly or indirectly provide benefits from others and put forward appropriate suggestions for handling it
raydium_csr_stakeholder_icon_1.png Establish corporate ethics-related courses with the Human Resources Center to convey the importance of ethical corporate management
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