Corporate Governance

Taroko

Corporate Governance Officer

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On August 8, 2022, the Board of Directors resolved to appoint Mr. Chen Wei-hong, the Company’s Head of Legal Affairs, as the Chief Corporate Governance Officer, responsible for handling matters related to corporate governance.

Mr. Chen has served as a legal affairs executive at a listed company for over three years and meets the qualifications for a corporate governance officer as stipulated in Article 23 of the “Regulations Governing the Exercise of Powers by Boards of Directors of TWSE/TPEx Listed Companies.”

Scope of Duties

In accordance with the “Regulations Governing the Exercise of Powers by Boards of Directors of TWSE/TPEx Listed Companies,” the Chief Corporate Governance Officer is responsible for handling corporate governance-related matters, primarily including the following:

  1. Handling matters related to Board of Directors and Shareholders’ Meetings in accordance with the law.

  2. Preparing minutes for Board of Directors and Shareholders’ Meetings.

  3. Assisting directors with onboarding and continuing education.

  4. Providing directors with necessary information to perform their duties.

  5. Assisting directors in complying with relevant laws and regulations.

  6. Reporting to the Board on whether the qualifications of independent directors comply with applicable laws and regulations at the time of nomination, appointment, and during their term.

  7. Handling matters related to changes in Board membership.

  8. Other matters as stipulated in the Company’s Articles of Incorporation or relevant agreements.

Training Details are as follows:

Corporate Governance Contact

Spokesperson
General Counsel / HSU,CHUN-CHI
Email: jerryhsu.trk@gmail.com

Acting Spokesperson
Equity Manager / Kelly Lo

Phone: 04-36118888#6661
Email: kelly.lo@trkmall.com.tw

Reporting and Complaint Mailbox

Email: auditcommittee@trkmall.com.tw

Training Date Organizer Course Title Training Hours
2024/07/03
Taiwan Stock Exchange
2024 Cathay Sustainable Finance and Climate Change Summit
6
2024/07/15
Taiwan Corporate Governance Association
Latest Trends in Corporate Governance from the Perspective of Governance Evaluation Indicators
3
2024/10/23
Taiwan Stock Exchange
Promotional Seminar on Building a New Carbon Era with Sustainable Knowledge
7
2024/11/08
Taiwan Corporate Governance Association
How the Board of Directors Should Formulate ESG Sustainability Governance Strategies
3

Corporate Policies and Regulations

Home / Governance / Corporate Policies and Regulations

title File download
Articles of Incorporation
Rules of Procedure for Shareholders’ Meetings
Rules of Procedure for Board Meetings
Procedures for Election of Directors
Rules Governing the Scope of Duties of Independent Directors
Regulations for Board Performance Evaluation
Audit Committee Charter
Remuneration Committee Charter
Sustainability Development Committee Charter
Sustainability Best Practice Principles (formerly CSR Best Practice Principles)
Procedures for Preparation and Assurance of Sustainability Reports
Procedures for Management of Sustainability Information
Risk Management Policies and Procedures
Supplier Management Policy
Procedures for Handling Material Internal Information
Procedures for Trading Derivatives
Procedures for Lending of Funds to Others
Procedures for Endorsements and Guarantees
Procedures for Acquisition or Disposal of Assets
Ethical Corporate Management Best Practice Principles
Corporate Governance Best Practice Principles
Code of Ethical Conduct
Insider Trading Prevention Guidelines
Guidelines for Ethical Corporate Management Practices and Conduct
Guidelines for Financial and Business Transactions with Related Parties
Intellectual Property Management Plan

Internal Audit Organization and Operations

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Internal Audit Organization

  1. The Internal Audit Department is an independent unit within the Company and reports directly to the Board of Directors.
  2. The department is staffed with 1 to 2 full-time internal auditors, including one Chief Auditor.

Overview of Internal Audit Operations

  1. The Internal Audit Office assists the Board of Directors and management in examining and reviewing deficiencies in the internal control system, and supports departments in optimizing operational procedures and management practices to enhance overall efficiency.
  2. The annual audit plan is developed based on the Company’s risk assessment results and must be executed accordingly.
  3. Following the audit of operations in accordance with the annual audit plan, audit reports are prepared and submitted to the Chairperson for review. If any issues are identified, the Internal Audit Office will continue to monitor the implementation of corrective actions and prepare follow-up reports. Both audit reports and follow-up reports are provided to members of the Audit Committee and are also reported regularly to the Board of Directors.
  4. The Internal Audit Office promotes annual self-assessment of internal controls by all departments (including subsidiaries). It reviews the results of these self-assessments and compiles a summary report for submission to the Audit Committee and the Board of Directors. Based on this report, the Board issues the Internal Control System Statement.
  5. The Internal Audit Office also supervises and reviews the internal control and audit practices of subsidiaries, including them in the audit scope to ensure effective oversight of subsidiary operations.

Appointment, Evaluation, and Compensation of Internal Auditors

The appointment or dismissal of the Chief Auditor requires the consent of the Audit Committee and approval by the Board of Directors.
The performance evaluation and remuneration of internal audit personnel are proposed by the Chief Auditor and submitted to the Chairperson of the Board for approval. Performance evaluations are conducted at least once per year.

Corporate Governance Contact

Spokesperson
General Counsel / HSU,CHUN-CHI
Email: jerryhsu.trk@gmail.com

Acting Spokesperson
Equity Manager / Kelly Lo

Phone: 04-36118888#6661
Email: kelly.lo@trkmall.com.tw

標題

Reporting and Complaint Mailbox

Email: auditcommittee@trkmall.com.tw

Audit Quality Indicators (AQIs)

Home / Governance / Audit Quality Indicators (AQIs)

Evaluation by the Board of Directors on the Independence and Competence of the Certifying CPA with Reference to Audit Quality Indicators (AQIs)

The Company’s Audit Committee conducts an annual evaluation of the independence of the certifying CPA and submits the evaluation results to the Board of Directors.

The most recent evaluation was approved by the Audit Committee on March 11, 2025, and subsequently approved by the Board of Directors on the same day.

Evaluation Mechanism

  1. Confirmation that the certifying CPA has no related-party relationships with the Company or its directors.
  2. Compliance with CPA rotation requirements under the Corporate Governance Best Practice Principles.
  3. Acquisition of 15 Audit Quality Indicators (AQIs) provided by the CPA firm, and evaluation in accordance with the “Guidelines for the Interpretation of AQIs by Audit Committees” issued by the competent authority to assess the audit quality of the firm and its engagement team.

Procedures and Criteria for Evaluating the Independence and Competence of the CPA by the Board of Directors

Evaluation Result:
For the audit of the 2024 financial statements, the Company engaged CPA Wang Fang-yu and CPA Liu Guan-hong of PwC Taiwan. Upon evaluation, both CPAs were confirmed to meet the independence and competence requirements.

The Audit Committee annually evaluates the independence and competence of the appointed CPA. In addition to requesting the “Audit Quality Indicators (AQIs)” from the CPA, the evaluation is conducted in accordance with CPA independence standards and the 15 AQI metrics.
The evaluation confirmed that the CPAs have no financial interests or business relationships with the Company other than fees for audit and tax services, and that no family members of the CPAs violate independence requirements.
Based on AQI information, it was further confirmed that the CPA and firm have audit experience and training hours above the industry average, and have also adopted digital audit tools over the past three years to enhance audit quality.

The evaluation results for the most recent year were approved by the Audit Committee on March 11, 2025, and subsequently by the Board of Directors on the same date.

Corporate Governance Contact

Spokesperson
General Counsel / HSU,CHUN-CHI
Email: jerryhsu.trk@gmail.com

Acting Spokesperson
Equity Manager / Kelly Lo

Phone: 04-36118888#6661
Email: kelly.lo@trkmall.com.tw

標題

Reporting and Complaint Mailbox

Email: auditcommittee@trkmall.com.tw

CPA Independence Evaluation Criteria and Results

No.Evaluation ItemEvaluation ResultIn Compliance with Independence Standards
1As of the most recent audit engagement, the same CPA has not been retained for more than seven consecutive years.NoYes
2No material financial interests exist between the CPA and the client.NoYes
3No inappropriate relationships exist between the CPA and the client’s management or board of directors.NoYes
4The CPA ensures that assistants maintain honesty, impartiality, and independence.NoYes
5The CPA has not audited financial statements of institutions where they were employed within the past two years.NoYes
6The CPA’s name has not been misused.NoYes
7The CPA does not hold any shares in the Company or its affiliates.NoYes
8No loans exist between the CPA and the Company or its affiliates.NoYes
9No joint investments or profit-sharing arrangements exist between the CPA and the Company or its affiliates.NoYes
10The CPA is not employed by the Company or its affiliates in any regular capacity nor receives fixed compensation.NoYes
11The CPA does not participate in management decision-making of the Company or its affiliates.NoYes
12

The CPA is not involved in any other business activities that may impair independence.

NoYes
13The CPA has no spousal, direct blood, or second-degree familial relationship with Company management.NoYes
14No commissions or contingent fees related to services rendered to the Company have been received.NoYes
15To date, no disciplinary actions or events have occurred that would compromise the CPA’s independence.NoYes