Ensuring Best Practices in Corporate Governance

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At CTCI, corporate governance is one of the vital foundations. Through this, we build “Green Engineering” projects worldwide realizing CTCI’s corporate culture: Professionalism, Integrity, Teamwork and Innovation, and foster tangible development for the sustainability for our planet. This article will share how CTCI delivers excellent corporate governance performance through various measures and mechanisms.

What is Corporate Governance？

Corporate governance is a system of guidance and management, with the aim to help the enterprise managers fulfill their responsibilities , and protect the legal rights of shareholders and interests. Good corporate governance means that the board of directors and the management are required to achieve operational goals in the best interests of the Company and all shareholders, assist corporate management and operations. As an effective supervisory system, it motivates the Company to make good use of resources, improve efficiency, enhance competitiveness, and promote the social well-being of the whole people.

Regarding corporate governance, CTCI has reinforced practices in  several dimensions: “Strengthen the functions of the board of directors/functional committees,” “Improve information transparency and announce the Company’s information promptly,” and “In line with international standards, deepen the culture of sustainable governance.” Details are as follows:

Strengthen the Functions of the Board of Directors/Functional Committees

1.Diversity of the Board members

The board composition of CTCI is diverse; the board members are prominent leaders from the industries, government agencies, the legal field, and academia, who are proficient in their leadership, management, and decision making at their respective field. This is to ensure that the goal of diversity and complementarity of members could be attained.

2.Performance Evaluation (Self /External) of Board of Directors

To keep improving operation efficiency of the Board, we stipulated "Regulations Governing the Board Performance Evaluation" that evaluates the whole board, individual directors, and the functional committees. The board performance evaluation is carried out at least once a year, while the results are considered as reference when nominating the candidate of Directors. The board performance evaluations for 2022 were carried out by self-evaluation of individual board members at the beginning of 2023, the results of which indicated that the board is operating well. As to external evaluation, CTCI updated its guidelines in November 2018 to requires a board performance evaluation to be carried out by external evaluation unit once every 3 years. The latest external evaluation was completed in June, 2021, and were reported to the Nominating Committee and the board of directors in November, 2021.

3.Regular Communications between Independent Directors, the Chief Audit Executive and CPAs (Certified Public Accountants)

(a)Having presented the audit and follow-up reports to the Chairman, the Chief Audit Executive submitted the same reports via e-mail to the independent directors for review on a monthly basis. In addition, the Chief Audit Executive communicates individually on internal control and audit-related matters and responds to the independent directors’ inquiries at least quarterly.

(b)The Chief Audit Executive presents the findings of all audit reports in the meetings of the Audit Committee and Board of Directors to ensure that the independent directors can keep abreast of the Company's latest internal audit status.

(c)The CPAs present audit results and other communication matters required by relevant laws and regulations to the independent directors in person every half year at the Audit Committee meeting. If the independent directors have any questions, they can immediately raise and receive answers.

4.Set up Corporate Governance Officer

The corporate governance officer is the top-level executive for matters related to corporate governance. His/Her major job responsibilities includes the following:
Handling matters relating to board meetings and shareholders’ meetings according to laws; producing minutes of board meetings and shareholders’ meetings; assisting in onboarding process and continuous development of directors and supervisors; preparing information required for business execution by directors and supervisors; assisting directors and supervisors with legal compliance.

Improve Information Transparency and Announce the Company’s Information Promptly

In order to provide clear information of the Company to stakeholders immediately, CTCI has built bilingual official website, and announce the latest information about finance and business through MOPS (Market Observation Post System; (https://mops.twse.com.tw/mops/web/index).

Compared with other stakeholders, directors and colleagues have much more opportunities to have access to the internal information. In the light of this, CTCI strongly communicates the following requests to Directors and colleagues:

1.At least once per year, the Company shall conduct educational campaigns to promote awareness among all directors, managerial officers, and employees with respect to the “Management of the Prevention of Insider Trading” (the “Management”) and related laws and regulations. (The Company shall also provide educational campaigns to new directors, managerial officers, and employees when they are on bord.)
 
2.All directors have received irregularly the latest “Management” and latest “Questions and Answers on Monitoring of Insiders’ Share Transactions.” 

3.The Company offers reminders for insider trading prevention advocacy when sending the Notice of Monthly Shareholding Change Declaration to managerial officers every month. Additionally, the Company sets up online required course for all managerial officers, who are required to pass the exam after the course and get a perfect score.

4.To strengthen the beliefs of all colleagues, we set up online required course for them.

5.The aforementioned course includes regulated object of insider trading, causes, scope of material information, scope of trading targets, identification process, description of trading cases, and so on.

6.Directors are not allowed to trade their shares (1) 30 days before the announcement of the annual financial report; (2) 15 days before the announcement of the quarterly financial report. Prior to those, the Company sends locking notices to all directors.

In Line with International Standards
Deepen the Culture of Sustainable Governance

CTCI is speeding up the pace of sustainable corporate governance. Our efforts have been recognized with numerous honors. We are the top 5% performers in Corporate Governance Evaluation multiple times, the top 10 Domestic Companies Sustainability Model Award for six straight years, the top 100 global engineering company of Engineering News-Record (ENR) for seven years straight. Moreover, CTCI has been selected for inclusion in the Dow Jones Sustainability Emerging Markets Index (DJSI) for eight consecutive years and earned the top score of the construction and industry sector.

Conclusion

The world is facing huge impacts due to uncertainties from the COVID-19 pandemic, geopolitical conflict, and climate change. CTCI is fully aware that meeting the authority’s requirements for corporate governance is the minimum, we need to be fully dedicated to the cause for a better world and fulfill our corporate social responsibility.

We believe that “The greater the vision, the stronger the power.” CTCI promises to keep raising sustainable governance performance in line with international standards, making it the driving force for the 2030/2050 Net Zero target, and become the most reliable global engineering services provider.

We are CTCI.
We are RELIABLE.