• Governance Structure
  • Board of Directors
  • Committees
  • Internal Audit
  • Major Internal Policies
  • Risk Management
  • CSR/Ethics implement
  • Head of Corporate Governance


Board of Directors is the core of APEX corporate governance system, provides strategic guidance for the operation of the Company and oversees the business performance of the Company's management.
As the role of highest governance organization, there were three independent directors in the BOD, and through the Remuneration Committee, the Audit Committee and the Independent Internal Audit section to ensure that the company's business practices comply with the relevant laws and regulations and implement the following corporate governance objectives:

1 Establish an effective corporate governance framework.
2 Protect the rights and interests of shareholders.
3 Strengthen the powers of the board of directors.
4 Respect the rights and interests of stakeholders.
5 Enhance information transparency.

• To protect shareholders' rights and interests and ensure their equal treatment, the Company already set up rules of “Insider trading management” in the Internal Control System prohibiting company insiders obtain any benefits from trading securities using information not disclosed to the market.
• The independent directors, CPA and internal audit manager of Apex will hold a meeting to discuss and exchange their opinions on the topic of financial report and financial/business status by quarterly frequency before BOD meeting, and propose to BOD meeting for discussion and approval.

Communication of Independent Directors, Auditing Officer and Accountants
Topic Date Location Attendant Resolution
＊Accountants explain the responsibilities of auditor for consolidated financial statements
＊Important Accounting Standards, Securities Regulations and Tax Act Update 		 2022/2/28 Video conference Taipei office/Thailand office  3 Independant Directors and Audit Manager Communication of the responsibility of auditor for consolidated financial statements 
Audit Report of 2021 Q4 2022/2/28 Video conference Taipei office/Thailand office 3 Independant Directors and Audit Manager Reporting of audit result with no significant defects.
＊Update of important regulations 2021/12/17 Video conference Taipei office/Thailand office  3 Independant Directors and Audit Manager Communication of ESG and Sustainability and Corporate Governance Blueprint 3.0
＊Accountants explain the responsibilities of auditor for consolidated financial statements 
＊Important Accounting Standards, Securities Regulations and Tax Act Update		 2021/11/10 Video conference Taipei office/Thailand office  3 Independant Directors and Audit Manager Communication of the responsibility of auditor for consolidated financial statements 
Audit Report of 2021 Q3 2021/11/10 Video conference Taipei office/Thailand office  3 Independant Directors and Audit Manager Reporting of audit result with no significant defects.


The performance Evaluation of APEX Board of Directors
  Directors Introduction  
Chairman Shu-Mu Wang (Taiwan, R.O.C.)
Chairman, Apex International Co., Ltd.
Chairman and Chief Strategy officer, Apex Circuit(Thailand) Co., Ltd.
Chairman, Approach Excellence Trading Ltd.
Director Jui-hsiang Chou (Taiwan, R.O.C.)
Director and General manager, Apex International Co., Ltd.
Director and Chief Executive Officer, Apex Circuit (Thailand) Co., Ltd.
Director Yung-Yuan Cheng (Taiwan, R.O.C.)
Director, Apex International Co., Ltd.
Chief Operating Officer, Apex Circuit (Thailand) Co., Ltd.
Chief Procurement Officer, Apex Circuit (Thailand) Co., Ltd.
Director Shun-Chung Lee (Taiwan, R.O.C.)
Director, Apex International Co., Ltd.
Chief Brand Officer and Vice President, Apex Circuit (Thailand) Co., Ltd.
Director Sen-Tien Wu (Taiwan, R.O.C.)
Director, Apex International Co., Ltd.
Chief Strategy Officer and Vice President, Apex International Co., Ltd.
Director, Unity Opto Technology Co., Ltd.
Director Smokiat Krajangjaeng        (Thailand)
Director, Apex International Co., Ltd.
Vice President, Apex Circuit (Thailand) Co., Ltd.
Director Chen, Tu-Chuan (Taiwan, R.O.C.)
Chief Technology Officer, Apex International Co., Ltd.
Independent Director Su, Chau-Chin (Taiwan, R.O.C.)
Independent Director, Apex International Co., Ltd.
Professor, Electrical and Computer Engineering, National Chiao Tung University
Independent Director Chen,Yung-Tsai (Taiwan, R.O.C.)
Independent Director, Apex International Co., Ltd.
Director, Celxpert Energy Corporation
Independent Director Jesadavat Priebjrivat (Thailand)
Independent Director, Apex International Co., Ltd.
Independent Director, Apex Circuit (Thailand) Co., Ltd.
Chairman and Independent Director, Gratitude Infinite Public Co., Ltd.
Independent Director, Seamico Securities Public Co., Ltd.
Independent Director, Sansiri Public Co., Ltd.
 
Election of Directors
According to APEX’s Memorandum and Association, The Directors may adopt a candidate nomination mechanism which is in compliance with Applicable Public Company Rules. The rules and procedures for such candidate nomination shall be in accordance with policies established by the Directors and by an ordinary resolution from time to time, which policies shall be in accordance with the Law, the Memorandum, the Articles and the Applicable Public Company Rules. For so long as the shares are listed on the TPEx or TWSE, subject to the requirement of the competent securities authority in the R.O.C., such candidate nomination mechanism in compliance with Applicable Public Company Rules shall also be used for an election of Independent Directors, provided that it is required by the competent securities authority in the R.O.C.
According to APEX's Memorandum and Association ,the Article 192-1 of the R.O.C. "Company Act"and the resolutions of the Board of Directors on March 31, 2022, APEX announced that the period for accepting the nomination of director candidates started from March 08, 2022 to March 18, 2022. Any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for Directors and Independent Directors in writing. Any shareholders who intends to nominate shall conduct the nomination procedures in writing before 5 pm on March 18, 2022, in accordance with the prescribed name of the shareholder, the account number (or the uniform number of the identity card) and the contact address.
During the above period, except for the Board of Directors of the company nominates candidates for the Fifth director (including independent directors), no shareholders who held more than one percent of the total number of issued shares of the company submitted nominations.

The list of candidates of 11 directors (including 4 independent directors) that the Board of Directors nominated and decided to pass on March 31, 2019, including: Mr. Wang, Shu-Mu, Mr. Chou, Jui-hsiang, Mr. Cheng, Yung-Yuan, Mr. Lee Shun-Chung, Mr. Wu Sen-Tien, Mr. Smokiat Krajangjaeng, Mr. Chen, Tu-Chuan, Mr. Su, Chau-Chin (Independent Director), Mr. Chen,Yung-Tsai (Independent Director), Mr. Jesadavat Priebjrivat (Independent Director), Ms. Ray-Hua, Horng(Independent Director).These eleven candidates for Board of Director has completed the re-election of directors at the shareholders' meeting on May 24, 2022.
 
The relevant information of the Fifth Directors is as follows:
Name
/Category		 Education & Professional Qualifications Experience Current Position
Wang, Shu-Mu
Director		 Dept of Business Mathematics, SooChow University Chairman, Apex International Co., Ltd.
Chairman and Chief Strategy officer, Apex Circuit(Thailand) Co., Ltd.
Chairman, Approach Excellence Trading Ltd. 		 Chairman, Apex International Co., Ltd.
Chairman and Chief Strategy officer, Apex Circuit(Thailand) Co., Ltd.
Chairman, Approach Excellence Trading Ltd.
Chou, Jui-hsiang
Director		 Dept of International Business and Trade, Aletheia University Director and General manager, Apex International Co., Ltd.
Director and Chief Executive Officer, Apex Circuit (Thailand) Co., Ltd. 		 Director and General manager, Apex International Co., Ltd.
Director and Chief Executive Officer, Apex Circuit (Thailand) Co., Ltd.
Cheng, Yung-Yuan Director Dept of Applied Sciences Electronic Engineering, National Kaohsiung University Director, Apex International Co., Ltd.
Chief Operating Officer, Apex Circuit (Thailand) Co., Ltd.
Chief Procurement Officer, Apex Circuit (Thailand) Co., Ltd.		 Director, Apex International Co., Ltd.
Chief Operating Officer, Apex Circuit (Thailand) Co., Ltd.
Lee, Shun-Chung
Director		 Dept of Business Administration, National ChengChi University Director, Apex International Co., Ltd.
Chief Brand Officer and Vice President, Apex Circuit (Thailand) Co., Ltd.		 Director, Apex International Co., Ltd.
Chief Brand Officer and Vice President, Apex Circuit (Thailand) Co., Ltd.
Wu, Sen-Tian
Director		 Dept of Money and Banking, National ChengChi University Director, Apex International Co., Ltd.
Chief Strategy Officer and Vice President, Apex International Co., Ltd.
Director, Unity Opto Technology Co., Ltd.		 Director, Apex International Co., Ltd.
Chief Strategy Officer and Vice President, Apex International Co., Ltd.
Director, Unity Opto Technology Co., Ltd.
Smokiat Krajangjaeng
Director		 Dept of Mechanical Engineering, Siam University, Thailand Director, Apex International Co., Ltd.
Vice President, Apex Circuit (Thailand) Co., Ltd.		 Director, Apex International Co., Ltd.
Vice President, Apex Circuit (Thailand) Co., Ltd.
Chen, Tu-Chuan
Director		 Dept of Education Industrial Education, National Changhua University Chief Technology Officer, Apex International Co., Ltd. Chief Technology Officer, Apex International Co., Ltd.
Lin, Chao-Ting
Director		 Dept of Chemistry, Master of Science, National Tsing Hua University Deputy Plant Director of Pingchen plant, Tripod Technology Corporation
Senior Manager, Apex Circuit (Thailand) Co., Ltd.
Assist Manager, Manager, Deputy Plant Director of Pingchen plant, Tripod Technology Corporation 		 Acting Chief Operating Officer, Apex Circuit (Thailand) Co., Ltd. 
Su, Chau-Chin Independent Director Doctor of Philosophy, University of Wisconsin-Madison, USA Independent Director, Apex International Co., Ltd.
Professor, Electrical and Computer Engineering, National Chiao Tung University		 Independent Director, Apex International Co., Ltd.
Professor, Electrical and Computer Engineering, National Chiao Tung University
Chen,Yung-Tsai Independent Director Master of Business Management, Tatung University Independent Director, Apex International Co., Ltd.
Director, Celxpert Energy Corporation		 Independent Director, Apex International Co., Ltd.
Director, Celxpert Energy Corporation
Jesadavat Priebjrivat
Independent Director		 Master of Business Administration, New York University USA
Master of Engineering Administration, The George Washington University, USA		 Independent Director, Apex International Co., Ltd.
Independent Director, Apex Circuit (Thailand) Co., Ltd.
Chairman and Independent Director, Gratitude Infinite Public Co., Ltd.
Independent Director, Seamico Securities Public Co., Ltd.
Independent Director, Sansiri Public Co., Ltd.		 Independent Director, Apex International Co., Ltd.
Independent Director, Apex Circuit (Thailand) Co., Ltd.
Chairman and Independent Director, Gratitude Infinite Public Co., Ltd.
Independent Director, Seamico Securities Public Co., Ltd.
Independent Director, Sansiri Public Co., Ltd.

Board member diversity policy
The composition of the board of directors should be considered in a diversified manner and appropriate diversification guidelines should be developed for its own operations, operational style and development needs, including but not limited to the following two standards:
1. Basic conditions and values: gender, age, nationality and culture.
2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience.

Board members should generally have the knowledge, skills and literacy necessary to perform their duties, and their overall abilities should be as follows
1. Abilities of Making Operational Judgments
2. Abilities of accounting and financial analysis
3. Conduct Management Administration
4. Risk Management Knowledge and Skill
5. Knowledge of the Industry
6. International Market Perspective
7. Leadership
8. Decision-making

Implementation of the board member diversity policy
Item
Name
 Nationality Abilities of Making Operational Judgments Abilities of accounting and financial analysis Conduct Management Administration Risk Management Knowledge Knowledge of the Industry International Market Perspective Leadership Decision-making
Wang, Shu Mu Taiwan, R.O.C. Ｖ Ｖ Ｖ Ｖ Ｖ Ｖ Ｖ Ｖ
Chou, Jui Hsiang Taiwan, R.O.C. Ｖ Ｖ Ｖ Ｖ Ｖ Ｖ Ｖ Ｖ
Cheng, Yung Yuan Taiwan, R.O.C. Ｖ   Ｖ Ｖ Ｖ Ｖ Ｖ Ｖ
Lee, Shun Chung Taiwan, R.O.C. Ｖ   Ｖ Ｖ Ｖ Ｖ Ｖ Ｖ
Wu, Sen Tien Taiwan, R.O.C. Ｖ Ｖ Ｖ Ｖ Ｖ Ｖ Ｖ Ｖ
Smokiat Krajangjaeng Thailand Ｖ   Ｖ Ｖ Ｖ Ｖ Ｖ Ｖ
Chen, Tu-Chuan Taiwan, R.O.C. Ｖ   Ｖ Ｖ Ｖ Ｖ Ｖ Ｖ
Su, Chau Chin Taiwan, R.O.C.         Ｖ Ｖ    
Chen,Yung Tsai Taiwan, R.O.C.   Ｖ     Ｖ Ｖ    
Jesadavat Priebjrivat Thailand   Ｖ     Ｖ Ｖ    
 
Apex incorporated a board diversity policy in Chapter 3, “Strengthening Board Function”, of “Principle of Corporate Governance”, which was amended by the 17th time of third session BOD on Apr. 9, 2015.
All of the candidates for the Board of Directors are nominated by adopting the candidate nomination system and qualified for review in accordance with Memorandum and Articles of Association of Company and in conformed to “Rules for Election of Directors” and “Principle of Corporate Governance” to ensure the diversify and independence of BOD member.

Implementation and Objectives of the Board Diversity Policy
In the member list of the fifth term of directors, foreign directors account for 18% and independent directors account for 27%. All directors of Fifth session possess knowledge of the industry and international market perspective. Directors Wang, Shu-Mu, Chou, Jui-hsiang, Cheng, Yung-Yuan, Lee Shun-Chung, Wu Sen-Tien, Smokiat Krajangjaeng, Chen, Tu-Chuan, Lin, Chao-Ting, possess abilities to make operational judgments and conduct management administration and risk management knowledge and skills and Leadership. Directors Wang, Shu-Mu, Chou, Jui-hsiang, Wu Sen Tien, Chen,Yung-Tsai and Jesadavat Priebjrivat possess abilities to perform accounting and financial analysis.In addition, the company also pays attention to gender equality in the composition of the board of directors. The target ratio of female directors is more than 5%. It is expected that one female director will be added to the sixth session board of directors to achieve the goal.

Prevent Insider Trading
The company provides relevant education for directors, managers, insiders and employees when they are newly elected / appointed. During the term of office, the company continues to arrange or provide relevant legal publicity to directors, managers, insiders and employees every year. In addition to hiring external lecturers to provide current directors with relevant seminars including insider trading prevention, the company also arranges personnel to participate in relevant publicity provided by the competent authority to avoid the occurrence of legal violations. Relevant departments also notify directors, managers, insiders and employees through emails when the competent authorities issue new amendments or regularly report violations of regulations with real cases, so as to urge them to act in accordance with the regulations.
Course Title Hours Participants
2021 Annual Insider Equity Transaction Legal Compliance Publicity Seminar (Online Publicity Seminar) 63 21
The Trend of ESG and Sustainable Corporate Governance 2021
Labor Dispute Prevention and Handling - Common Labor Issues
Audit Committee
The Audit Committee of the Company (the Audit Committee), composed of all three of the independent directors, has been established in order to enhance the corporate governance, to refine the internal audit and to strengthen the management. The purpose of the Audit Committee is to help the Board of Directors execute its responsibility in supervision on such categories as the financial statements, the audit and accounting policy and procedure, the internal control code and other major items as stipulated by related companies or the regulatory authorities. The functions and annual work plan of the committee include examining the company’s financial statements, auditing company operations and accounting policies and procedures, reviewing the company’s internal control system, evaluating transactions of important assets or derivative products, loans of funds, endorsements, or provision of guarantees of a material nature, fund raising or securities issuance, appointment, dismissal of accountants and their remuneration, appointment and dismissal of financial, accounting or internal audit officer and matters in which a director is an interested party.
Please consult APEX's Annual Report for the relevant year for the number of meetings convened and each member's attendance rate.
 
Remuneration Committee
The Remuneration Committee assists the Board in formulating Apex's compensation and benefits policies, and in the evaluation and review of compensation-related matters.
The Committee was comprised of two independent directors Mr. Su, Chau-Chin, Mr. Jesadavat Priebjrivat and NTU accounting department emeritus professor Mr. Tsay, Yang-Tzong. The Chair, Mr. Su, Chau-Chin is an independent director. The Committee meets at least twice per year. Please consult APEX's Annual Report for the relevant year for the number of meetings convened and each member's attendance rate.
 
Name Audit Committee Remuneration Committee
Su, Chau-Chin
(Independent Director)		 V(Chair) V(Chair)
Chen,Yung-Tsai
(Independent Director)		 V  
Jesadavat Priebjrivat
(Independent Director)		 V V
Tsay, Yang-Tzong   V

The state of operations of the Audit Committee
The responsibility of the Audit Committee is to assist the board of directors in supervision of company operations as well as execution of the duties specified in the Company Act, Securities and Exchange Act and other related regulations. The functions and annual work plan of the committee include examining the Company's financial statements, auditing company operations and accounting policies and procedures, reviewing the Company's internal control system, evaluating transactions of important assets or derivative products, loans of funds, endorsements, or provision of guarantees of a material nature, fund raising or securities issuance, appointment, dismissal of accountants and their remuneration, appointment and dismissal of financial, accounting or internal audit officer and matters in which a director is an interested party.
The Audit Committee has the right to perform justifiable audits and investigations within its responsibility. It is given the authority to make direct contact with the Company's internal auditors, CPAs and employees. The committee is formed by the three independent directors. Please refer to the following paragraph for the operating situation of the year.

The Audit Committee held 6 meetings in 2021. The attendance of the independence directors specified below:
Title Name Attendance in Person Attendance by Proxy
Independent Director Chau-Chin Su 6 0
Independent Director Yung-Tsai Chen 6 0
Independent Director Jesadavat Priebjrivat 5 1
 
Dates of the meetings (Sessions) The contents of the motion Resolutions of the Audit Committee and the Company's response to the Audit Committee's opinion
110.03.03
 
  • 2021 CPA-audited and certified financial report and audit fee process by KPMG
  • 2020 Annual Operation Report and Consolidated Financial Statements
  • 2020 annual distribution of earning of the Company
  • To issue 2020 Statement of Internal Control System
  • Amendment to the "Rules and Procedures of Shareholders' Meeting",  "Procedures for Election of Directors" and " Procedures for lending funds to other parties"
 The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by Board of Directors afterwards.
110.05.10
 
  • The Company's Q1 2021 Consolidated Financial Statements
 The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by Board of Directors afterwards.
110.05.31
 
  • The change of Accounting Officer of the Company
 The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by Board of Directors afterwards.
110.08.19
  • The Company's Q2 2021 Consolidated Financial Statements
  • The proposal to approve the application of credit line with Bank SinoPac
 The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by Board of Directors afterwards.
110.11.10
 
  • The Company's Q3 2021 Consolidated Financial Statements
  • Amendment to the " Procedures for endorsement and guarantee " of the Company
  • The proposal to approve the application of credit line with bank
 The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by Board of Directors afterwards.
110.12.17
 
  • The proposal to approve the application of credit line with bank
  • The Company's 2022 Annual Operating Plan and Budget
  • The Company's 2022 Annual Audit Plan
 The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by Board of Directors afterwards.


The Remuneration Committee assists Board to evaluate Apex’s compensation and benefits policies about Apex's directors of the Board and executives and managers. The Committee meets at least twice every year, meeting called at any time if necessary.Please consult Apex's Taiwan Annual Report for the relevant year for the number of meetings convened.

薪酬委員出席情形
The Remuneration Committee held 3 meetings in 2021and the attendance of the committee members is as shown in the chart below:
Member Expected attendance Actual attendance Absence
Su, Chau-Chin
(Independent Director)		 3 3 0
Jesadavat Priebjrivat    
(Independent Director) 		 3 3 0
Tsay, Yang-Tzong 3 3 0
總計 9 9 0


Periodically review on compensarion
The Remuneration Committee assists Board to evaluate Apex’s compensation and benefits policies about Apex’s directors of the Board and executives and managers. The Committee meets at least twice every year, meeting called at any time if necessary.
1. Scope of duties
(1) Periodically reviewing this Charter and making recommendations for amendments.
(2)Establishing and periodically reviewing the annual and long-term performance goals for the directors and managerial officers of this Corporation and the policies, systems, standards, and structure for their compensation.
(3) Periodically assessing the degree to which performance goals for the directors and managerial officers of this Corporation have been achieved, and based on the evaluation conclusion of performance assessments standard to set the types      and amounts of their individual compensation.
2. The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:
(1)Ensuring that the compensation arrangements of this Corporation comply with applicable laws and regulations and are sufficient to recruit outstanding talent.
(2) Performance assessments and compensation levels of directors and managerial officers shall take into account the general pay levels in the industry, individual performance assessments, the time spent by the individual and their responsibilities, the extent of goal achievement, their performance in other positions, and the compensation paid to employees holding equivalent positions in recent years. Also to be evaluated are the reasonableness of the correlation between the individual's performance and this Corporation's operational performance and future risk exposure, with respect to the achievement of short-term and long-term business goals and the financial position of this Corporation.
(3)There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the tolerable risk level of this Corporation.
(4) For directors and senior managerial officers, the percentage of assessments to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of this Corporation's business.
(5) Formulating the contents and amount of directors and managerial officers’compensation shall consider the reasonableness. The compensation of directors and managerial officers may not deviate from financial performance.

Meeting information
Meeting Date (Sessions) The contents of the motion The reasons for the avoidance of benefits and the circumstances of the voting
2021.3.3
  • 2020 the Distribution of Employees’ and Directors’ Bonus.
  • Subsidiary Apex Circuit (Thailand) Co., Ltd. (hereinafter refer to “APT”) granting
    bonus to Directors.
 Director recused himself from the discussion and voting
2021.7.2
  • Adjustment to Independent director and Remuneration Committee member s remuneration.
 Director recused himself from the discussion and voting
2021.12.17
  • Proposal to review the remuneration payment to the directors and managerial officers of the Group in year 2021.
  • The result of Group managerial officers’ performance evaluation in 2021 as well as
    the annual bonus plan.
  • The remuneration of Group directors (including independent directors and
    functional committee members) in 2021.
  • The remuneration policy and performance evaluation system toward Group
    managerial officers.
  • The working plan of the Remuneration Committee in year 2022.
 Director recused himself from the discussion and voting
Internal Audit office is under BOD in Apex’s organization and report to BOD meeting directly. We have full time internal auditors who were follow the qualification requirements of laws.

The internal auditors make the annual audit plan according to the risk assessment and propose the annual audit plan for the approval of Audit Committee and BOD meeting.

The Company perform full self-assessments of its internal control system. Its board of directors and management review the results of the self-assessments by each department at least annually and the reports of the internal audit department on a quarterly basis. The audit committee attend to and supervise these matters. Audit committees periodically hold discussions with their internal auditors about reviews of internal control system deficiencies. BOD meeting will approved and issue the Internal Control System Statement annually according to the result of self-assessments.  

Apex set up internal audit personnel according to the business scope of each company in the Group. Now there is one internal auditor in Parent company Apex Internal Co., Ltd and two internal auditors in Thailand main enterprise Apex Circuit(Thailand) Co., Ltd full time in charge of internal audit work.

Organization chart:

investor-4_pic04
Function:
1. Set up company internal control system and amendment affairs.
2. To proceed internal audit work per the annual audit plan.
3. Preparing internal audit report, providing improve action suggestion and follow up the audit findings improvement status. Report it to independent directors, Audit Committee and BOD meeting of the company.
Major Internal Policies
Procedures to prevent insider trading
Risk Management Policy
Article of Incorporation
Procedures for the Acquisition and Disposal of Assets
Procedures for lending funds to other parties
Rules for Board of Director Performance Evaluation
Procedures for the Endorsement and Guarantee
Procedures for the Handling of the Derivatives Trading
Rules and Procedures of Board of Directors Meeting
Rules and Procedures of Shareholders' Meeting
Remuneration Committee Charter
Principle of Corporate Governance
Procedures for Ethical Management and Guidelines for Conduct
Principle of Corporate Social Responsibility
Standard Operating Procedures for handling requirements of Directors
Risk Management Policies and Procedures
In order to strengthen corporate governance and establish a sound risk management operation, the Board of Directors approved a risk management policy on December 16, 2020, guiding the Company's units to effectively identify, measure, supervise and control various risks when handling their business. The resulting risks are controlled to an acceptable level in order to achieve the goal of rationalization of risks and rewards and the goal of sustainable operation of the company.
 
Scope of Risk Management
Risks involved in the Company's businesses include operational risk, market risk, financial risk, climate change and environmental risks, occupational safety risks, information security risk, compliance risk, etc.
 
Risk Management Organization


Risk Management Operation Situation
The Company started to promote the Risk Management Mechanism in 2020 and reported its operation to the Board once a year from 2020. The Company's main types of risks, as well as responsible units and risk management methods are as follows:
 
No Risk type Risk Management
Unit		 Risk Description Control Mechanism
1. Operational Risk CEO Strategic risks
Achieved operating goals
  • The operating units regularly report strategic issues to directors to reduce strategic risks through participation, counseling, and monitoring of the board members.
  • Attainments of policies and goals each year are managed through business performance meetings.
2. Market Risk The Group's Sales and Procurement Unit Sales concentration, Price fluctuations of raw materials
Supply cut off
  • Customer Management: Reduce the risk of concentrated sales through customer credit and control.
  • Supplier management: Carefully evaluate and actively develop new sources of suppliers
  • Understand the market condition through data collection or market surveys to respond in advance.
3. Financial Risk The Group's Financial Unit Interest rate / exchange rate ‑fluctuation
  • Monitor interest rate and market changes, control positions of long-term and short-term loans, and use market tools to ­fix interest rate costs in a timely manner.
  • Monitor the Company's ­financial condition and evaluate ­financing methods and instruments based on annual budget requirements to reduce ­financing cost.
  • Maintain good relationships with banks to obtain the best interest rates on loans and savings.
  • The financial department keeps a close watch on changes in the exchange market, collect related information and assess future tendencies to make currency exchanges and also evaluate the status of forward exchange contracts and foreign exchange options.
  • Purchases and expenses are paid as much as possible in the same currency used for related sales items to achieve natural hedging.
4. Climate Change and Environmental Risks CSR Team Reduce environmental pollution and energy consumption, Carbon emission and water management
  • Set up targets in energy saving, water conservation, waste reduction and plans to set up renewable energy supply device, wastewater reuse and carbon footprint inventories and disclosures.
  • The Company has established a Business Continuity Plan procedure, which set up a standard operating procedure to flood, hope to be able to properly respond to the climate change risks.
5. Occupational Safety Risks The Group's HR Unit Work environment
and employee safety
  • The Group has an ISO 45001 committee and a safety and professional committee which regularly inspects whether the work environments comply with safety regulations to minimize work place safety hazards.
  • Provide regular physical checkups to employees to improve employees' physical and mental health.
6. Information Security Risk The Group's IT Unit Information systems
and confidential
information
protection
  • Regulate the company's information security and security measures, and to conduct regular information. Safety risk assessment and operation review, internal and external information security audit operations, etc., to ensure the effectiveness of the information management system and comply with the laws and regulations.
  • Periodically processing backup for important systems
  • The regular audit of Information and Communication Security Self-assessment includes:
  • Responsibilities and authorization between the company and the vendor, the discrimination of the authorization of storage and access, important data backup in safe place, whether there is contract of maintenance of hardware with vendors…etc. There is no material breach of the lack of internal control norms for the above items. So there is no significant operational risk in assessing information security. However, the company cannot guarantee perfect network and computer security protection measures, can completely avoid any third-party system cyber-attacks. The company will maintain close contact with professional insurance companies to understand the relevant information of the insurance and security insurance. In the future, it will consider whether to insure according to the needs.
7. Compliance Risk The Group's Legal Unit Penalties for
violations
Transaction risks		 Legal department is responsible for managing legal risks, internal systems, regulatory compliance, disputes and lawsuit events, investments and acquisitions, and intellectual property rights, as well as providing legal advice and provide recommendations.
 
Intellectual Property Management Plan
In order to ensure the Company's intellectual property, strengthen its competitive advantages, achieve operational goals, increase profits, and ensure sustainable operations, the Company will actively assist R&D personnel in the right of R&D results and strive to promote internal intellectual property management plans to continue accumulate the Company's intellectual property volume, and promote the Company to use intellectual property as an advantage to its customers:
 
In Terms of Patent Management:
The Company encourages employees to submit invention applications. R&D personnel conduct technology development. R&D supervisors convene review meetings to review proposals; and commission an external patent office to process the patent layout plan and applications, and establish an intellectual property management mechanism to manage patent cases and control procedures.
 
In Trade Secret Management:
Information Security Management:
All of the computer equipment of the Company is identified by the employee's personal account and password.
Access Security Management:
All employees of the Company are equipped with access control magnetic cards. Visitors should register their identity when visiting the Company, and scope of activities is limited in public spaces, and must be accompanied by employees of the Company throughout the tour.
The Regulation of Employment Contract is as follows:
(1) Employees are obliged to keep personal business and Company business secrets.
(2) Employees shall not divulge any business secrets after taking up or leaving their posts. Otherwise, the Company not only has the right to expelled employee from the Company, but also owns the retroactive legal right and compensation right of the Company for losses.
(3) Employees of the Company shall not disclose or use the business secrets of their previous employer.
 Implementation Status
The Company regularly submits intellectual property related matters to the Board of Directors every year. The most recent report date is December 17, 2021.
 
The implementation status is as follows:
In 2019, the patent for “anode sludge removal device, removal method, electronic equipment and removal system” is under application in Republic of China and People's Republic of China
In 2020, the reliability laboratory is completed, which will greatly enhance the ability of R&D personnel to accumulate intellectual property such as patents and business secrets
In 2021, a Republic of China invention patent titled “ANODE SLUDGE REMOVAL DEVICE, CLEANING METHOD, ELECTRONIC DEVICE AND CLEANING SYSTEM” has been granted under patent number No. I738115.
 
As of November 30, 2021, the achievements of intellectual property are as follows:
Intellectual Property Rights Number
Invention Patents Number of Certificates Obtained 1
Patent approval has been obtained (in the process of obtaining the certificate 1
  • (1)Exercise corporate governance
    Topic Item 2021 2022
    (1)Exercise corporate governance 1-1.
    Built Policy    		 Apex already built below CSR related internal regulation:
    (1) Principle of Corporate Governance
    (2) Principle of Corporate Social Responsibility
    (3) Ethical Corporate Management Best Practice Principles / and its Guidelines for Conduct
    (4) Rules for election of directors / Rules of Procedure for Board of Directors Meetings / BOD performance evaluation procedure
    (５) Audit Committee / Compensation Committee regulation
    (６) Independent Director job duty    		 Keep follow up related issues and updated Company's executive plan.
    1-2.
    Organization and BOD Reporting
    (1) Corporate Governance office in-charge of the CSR managing issue and reporting to BOD meeting.
    (2) APT already set up RBA/CSR Committee (Chairman: CBO) and Energy Saving Committee (Chairman: MFG VP)
    (3) TWSE announced the result of FY2020 Corporate Governance Evaluation, Apex was ranked 6%- 20% of all TWSE listing company
    		 Through referring the content of Corporate Governance evaluation, keep maintaining good performance of corporate governance.
    1-3.
    Stakeholders    		 Official Company website set up a section for "Stakeholders" issue, to identify the focus issue, communication channel and implement action between Company and kinds of stakeholders. Continue tracking related issue and update related information of company announcement.
  • (2)Fostering a Sustainable Environment
    Topic Item 2021 2022
    (2)Fostering a Sustainable Environment 2-1.
    Environment Manage System
    APT obtained below environment related system certificate：
    (1) ISO 14001
    (2) ISO 45001
    (3) RoHS (Europe Union)
    (4) UL (USA
    		 Company is dealing with external company to develop solar power energy-saving project. In the future may be considered to obtain ISO 50001 energy management certificate.
    2-2.
    Resources Utilization
    (1) Waste treatment: During Jan to Sep of 2021, Apex collected copper from waste chemical totally in 760 tons.
    (2) Water recycle：
    Thai factory CW water utilization rate before recycle: 
    APEX 1 factory: 95%
    APEX 2 factory: 93
    		 Continue keeping contact with suppliers or external department to work about this project base on the company budget and benefits.
    2-3.
    Training and Promotion    		 （１）Arranging the occupational safety /environment protection related training course for new employee orientation (NEO) and internal / external training
    （２）Safety activities on Safety Week exhibition (each section join safety presentation competition)    		 Keep prepare related annual budget plan and control the implement action.
    2-4.
    Reduce Energy Consumption
    (1) Co-working with ESCO company about energy saving project. At this stage, we focus on research saving from air compressor/air condition/cooling water and energy saving system of APEX 1 and 2 factory. According to the proposal, it may save more than 30% of energy consumption and expense. We already completed the technical feasibility and financial assessment and submitted such investment plan to apply BOI for tax relief and continue to execute the project.
    (2) The three-year Apex Solar Project was launched with a budget of THB135 million. It will be divided into four phases from 2021 to 2024 and gradually implemented in each factory in Thailand. After completing all stages, the total installed capacity will be expected to reach 8,000 KW and save about 5% of the electricity bill every year
    Goal: 
    (1) Saving 30% electricity consumption efficiency of air-condition / air-compressor system in Thai factory.
    (2) After completing all phases, it is expected to reduce the emission of approximately 7,000 tCO2e per year.
     
    Action: 
    Keep implement each energy saving project.
    2-5.
    Pollution Control
    (1) Water pollution control: There is no any significant violations occurred in 2021 so far. Self-test wastewater 6 times per day before outside discharge and set standard stricter than wastewater discharge standard.
    (2) Air pollution control: There is no any violations occurred in 2021 so far
    		 Keep implement the pollution control related plan.
    2-6.
    Greenhouse Gas Inventory
    (1) Based on the GRI guideline, Apex has compiled the CSR report since 2016, and we also collected the GHG information which will be disclosed in FY2021 ESG report.
    (2) We have consulted KPMG Thailand/ Taiwan and other consultants, there is no regulation risks related to GHG Emission control and the benefits for the Carbon Emissions asset transaction in recent years
    		 We plan to compile ESG report by ourselves in 2020 based on the knowledge learned from external professional institutions. At the same time, we will routinely collect GHG information and disclose it in ESG report of 2021 and obtain the third-party certification.
  • (3)Preserving Public Welfare
    Topic Item 2021 2022
    (3)Preserving Public Welfare 3-1.
    Labor Right Protection    		 The Company's working rule and regulation follow the spirit of International Human Rights:
    (1)Elected welfare committee;
    (2)Caring for vulnerable groups;
    (3)Prohibiting the use of child labor;
    (4)Human resource policies do not contain differential treatments based on gender, race, socioeconomic status, age, or marital and family status;
    (5)Achieve equality and fairness in employment, hiring conditions, remuneration, benefits, training, evaluation, and promotion opportunities.    		 Continue tracking related issue and update related information of company policies.
    3-2.
    Workplace    		 (1)The Company obtained the certificate ISO14001 and ISO45001.
    (2)Safety department reports the inspection report to CEO directly
    (3)Invite Allianz Risk Consultant to estimate the risk of factory, and set up improvement plan.
    (4)Have its owned clinic and ambulance. Anti-drug: Working with K9 team of Thailand to inspect our factories/ employee irregularly.
    ​    		 Continue tracking related issue and update related information of company policies.
    3-3.
    Training and Salary Policy    		 (1) The training course statistics of 2021:
      hours persons
    NEO 121,728 45,648
    OJT 57,176 16,327
    Directors and management training 96 29
    (2) The expenses for OJT and Directors and management training course are approximately THB0.46 million. 
    (3) There are JOB description and KPI for each level employee, in order to make sure the payroll and performance is relevant and reasonable.
    (4) External and internal education and training course of the Company's Ethical Corporate Management:
    The Company held 48,026 person-time and totaling 137,093 hours education trainings (including employee training, compliance management laws and regulations compliance, accounting system and internal control, etc.) related to Ethical Corporate Management.
    		 Keep prepare related annual budget plan and control the implement action.
    3-4.
    Communication Channel
     
    		 The Company keep communicate with employees through below channel without any dispute in 2021:
    (1) Weekly factory convocation
    (2) Periodically section meeting
    (3) Welfare Committee
    (4) CEO BOX
    (5) BROTHER BOX
    		 Continue tracking related issue and update related information of company policies.
    3-5.
    Product Information    		 The Company obtained required product certificate as above mentioned, and set up CQM and Spokesman to satisfy all question from customers and investors. Continue tracking related issue and update related information of company policies.
    3-6.
    Supplier Management    		 The Company's audit criteria to suppliers already including Environment/Safety requirement follow international control system and RBA, and also require restricted procurement of Conflict Minerals. Continue tracking related issue and update related information of company policies.
    3-7.
    Community Acceptance    		 Apex spends THB1.05 million for Community/Social event and donation, total 8 events in 2021. Keep prepare related annual budget plan and control the implement action.
  • (4)CSR information disclosure
    Topic Item 2021 2022
    (4)CSR information disclosure 4-1.
    Disclosure content and channel
    The Company disclose corporate governance/CSR/Ethics issue and implement status through the following channels:
    1. Company official website
    2. AGM report
    3. ESG Annual Report
    		 Continue tracking related issue and update related information of company policies.
    4-2.
    ESG annual report
    (1) According to TWSE regulation, Apex is still not included in the force list to prepare the ESG annual report. (by industrial and paid-in capital)
    (2) In order to meet the trend of global market and risk management, we have compiled annual ESG report
    		 We would like to issue the FY2021 GHG inventory and ESG report at the end of June 2022 on our official website.
  • (5)Implementation of Ethical Corporate Management
    Topic Item 2021 2022
    (5)Implementation of Ethical Corporate Management 5-1.
    Policy announcement    		 The Company already set up related policies, trained all employee during its probation period and disclose them in official website. Keep prepare related annual budget plan and control the implement action.
    5-2.
    Whistleblower system
    The company policy already includes the whistleblower system to have independent directors and internal audit manager to take the responsibility of ethical issue and inspection. The channel was as below :
    (1) Internal: CEO box and BROTHER box;
    (2) External: Company official website to disclose the contact method of internal audit manager
    		 Continue tracking related issue and update related information of company policies.
    5-3.
    Implement report    		 (1)There is no any case for ethical issue through the whistleblower system, and no abnormal issue through regular internal audit report related to below topic:
    ．Benefit provided by outsider
    ．Commitment to outsider
    ．Political contributions
    ．Provide the charitable contribution or donation
    ．Business secrets or intellectual property
    ．Fair trading
    ．International regulation compliance
    ．Stock insider trading
    ．Customer/Supplier ethical issue
    (2)External and internal education and training course of the Company's Ethical Corporate Management:
    The Company held 48,026 person-time and totaling 137,093 hours education trainings (including employee training, compliance management laws and regulations compliance, accounting system and internal control, etc.) related to Ethical Corporate Management in 2021.    		 Continue tracking related issue and update related information of company policies.
•The Company has resolved the appointment of Chief Strategy Officer (CSO) Mr. Sen-tien Wu as the Chief Corporate Governance Officer(CGO). CSO has over three years of management experience in finance for public companies. CGO is responsible for matters regarding Corporate Governance, produce documents including the meeting minutes of Board and AGM, arrange annual educational courses for directors and to provide directors with the data required for carrying out their duties and the information regarding the latest legal developments related to organizational operations to help directors achieve legal compliance. The Corporate Governance Evaluation Team, CSR Team, Ethical Corporate Management Team will also assist with the relevant corporate governance affairs.

The following describes the 2021 performance of the governance team:
1. Arrange related matters to the Board of Directors and Annual General Meeting in accordance with the law. Produce documents including the meeting minutes of Board and AGM
   Prepare the agenda for meetings; inform directors to convene meetings before 7 days; provide directors with meeting-related data and issues; remind directors of the avoidance of conflicts of interest, if necessary; and issue the minutes of meetings within 20 days after each meeting.
2. Arrange annual educational courses for directors
   The new and current directors have already finished the educational courses in compliance with the law on 2021.
3. Provide directors with the data required for carrying out their duties
4. Provide the information regarding the latest legal developments related to organizational operations to help directors achieve legal compliance
   (1) Confirm whether the AGM and the Board of Directors is in compliance with relevant laws and corporate governance codes.
   (2) Assist the directors in complying with laws and regulations when carrying out business or making formal decisions of the board of directors.
   (3) After the meeting, check the release of important information of important resolutions of the board of directors to ensure the legality and correctness of the content of the important information.

The training situation in the year of 2021 is as follows:
Training Date Organizer Name of the course Training Hours Total Training Hours of 2021
110/12/17  Taiwan Corporate Governance Association Labor Dispute Prevention and Handling - Common Labor Disputes 3 12
110/12/17  Taiwan Corporate Governance Association The trend of ESG and sustainable governance in 2021 3
110/10/15 Securities and Futures Institute Insider Equity Transaction Compliance Publicity 2021 3
110/09/01 The Financial Supervisory Commission The 13th Taipei Corporate Governance Forum 3
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