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The state of the company's implementation of Corporate Governance

Evaluation Item State of Operations Gaps with the Corporate Governance 
Best Practice Principles for TWSE/TPEx 
Listed Companies and Reasons 
Yes
No
 Summary
1.Does the Company establish and disclose the Corporate Governance Best Practice Principles according to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies?

V

 

 The Company has established the Corporate Governance Best Practice Principles according to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and disclosed these Principles on the Market Observation Post System (MOPS) and SCI’swebsite.
The latest version of the Corporate Governance Principle has been amended and approved on March 14, 2023.		 None

 
2.Equity structure and shareholders’ equity of the Company

 

 

 

 
(1)Does the Company establish internal procedures for handling shareholders' proposals, inquiries, disputes, and 
litigation? Were such matters handled according to these 
internal procedures?		 V

 

 In compliance with the regulations, the Company disclosed changes in the shareholding of insiders on a monthly basis. During the book closure period, the stock agency will provide a list of shareholders to monitor changes in the shareholding of major shareholders. None
(2) Does the Company maintain a register of major shareholders with controlling power as well as a register of persons exercising ultimate control over those major shareholders? V

 

 In compliance with the regulations, the Company disclosed changes in the shareholding of insiders on a monthly basis. During the book closure period, the stock agency will provide a list of shareholders to monitor changes in the
shareholding of major shareholders.		 None
(3) Does the Company establish and enforce risk controls and firewall systems with its affiliated companies? V

 

 The Company proceeds and abides by in accordance with its Regulations Governing the Implementation of Internal Control Systems、Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises and the Procedures for Acquisition and Disposal of Assets. None
(4) Does the Company stipulate internal rules that prohibit insiders from trading securities using information not disclosed to the market? V

 

 The Company has stipulated the Ethical Corporate Management Best Practice Principles that prohibit insiders from trading securities using information not disclosed to the market.
The company has amended the Corporate  Governance Principle in the Board of Directors’ meeting on March 18, 2022, with the introduction of new control measures on the share trading by the company insider when acknowledging the financial report or relevant business contents of the company, which includes (but not limited to) that the Directors may not trade their shares within 30 days before the publishment of annual financial report and 15 days before the publishment of quarterly financial report. The company also notifies the directors and all employees of the above-mentioned stock trading control measures by email on a quarterly basis.		 None
3.Composition and responsibilities of the Board of Directors  

 

    
(1)
Has a policy of diversity and specific management goals been established and implemented for the composition of the Board of Directors?		 V

 

 The Company referred to the regulations of Article 20 of the Corporate Governance Best Practice Principles to ensure that members of the Board of Directors have work experiences and professional skills required for business, financial, accounting, and corporate operations. For the details of implementation, refer to Page 108 of this Annual Report.. None
(2)
In addition to the Remuneration Committee and the Audit Committee established  according to the law, has the Company voluntarily established other functional committees?

 

V

 The Company shall, whenever appropriate, evaluate the necessity of establishing functional committees. The Company will evaluate the necessity of establishing functional committees in the future.
(3)
Has the company stipulated the board of directors performance evaluation measures and method, conducted annual performance evaluation, and reported the performance evaluation results to the Board of Directors as a reference for individual directors' compensation and nomination?

 

V

 The company has amended the Board of Directors’ Performance Evaluation Practices and Methods on November 6, 2020, and the evaluation of the Board of Directors’ performance for 2023 is completed on January 11, 2024, which was reported to the Board of Directors by the Head of Corporate Governance on the Board of Directors’ meeting on March 12, 2024, which shall be used as references for the Board of Directors and functional committee to determine the salary and remuneration of each Director and the nomination of continuous in office for the next term. None
(4)
Does the company regularly evaluate the independence of CPAs?

 		 V

 

 The company's management authorities regularly evaluate the independence and competency of the CPAs every year. The evaluation procedures are:
 1. Self-evaluation by the CPAs : fill in the CPAs’independence
     and competency evaluation form, and issue a declaration of
     detachment and independence.
 2. Initial evaluation of managers.
 3. CPAs report AQIs to the board of directors.
 4. Review and resolution of the Audit Committee and Board of
     Directors:
     The overall evaluation results were submitted to the audit
      committee and the board of directors for review and
     resolution, and the company passed the CPAs’independence
     and competency evaluation on November 10, 2023. 
     Included evaluation items: 
     The CPAs, the spouses of CPAs, and the minor children of CPAs
      having no investment or sharing a financial interest with the
      company, and the CPAs, the spouses of CPAs, the minor   
      children of CPAs having no financial debt with the company, 
      etc.and AQIs.		 None
4.
Is the company staffed with an appropriate number of qualified corporate governance personnel, does it designate a person as a corporate governance officer, responsible for matters related to corporate governance (including but not limited to providing directors and supervisors with the necessary information to perform business, assisting directors and supervisors in compliance, handling matters related to the Board of Directors meeting and the shareholders' meeting in accordance with the laws, handling company registration and registration of changes, and keeping minutes of the Board of Directors meeting and the
shareholders' meeting)?		 V

 

 The company’s Head of Corporate Governance is concurrently served by the Vice President of FA, DeiterYang , who has the experience of serving as the Head of Accounting and Finance in Public Listed Companies for 21 years and with a CPA qualification. 
 1.The scope of the Head of Corporate Governance’s authority
   and responsibilities:
  1.1 Handling the related matters of the Board of Directors’
   meeting and shareholders’meeting.
  1.2 Preparing the minutes of the Board of Directors’meeting
   and shareholders’meeting.
  1.3 Assisting the Directors’ onboarding and continuous
       learning.
  1.4 Providing the required data for Directors to perform their
       duties.
  1.5 Assisting the Directors’ compliance with laws and   
     regulations.
  1.6 Report to the board of directors the results of its review on
     whether the qualifications of independent directors comply
     with relevant laws and regulations at the time of nomination,
     election and during their tenure.
  1.7 Handle matters related to the change of directors.
  1.8 Other matters stipulated in the company’s Article of
     Incorporation or agreements.
 2. The focus on the execution of corporate governance in 2023:
  2.1 Ensuring compliance with laws and regulations.
  2.2 Assisting the Directors’ continuous learning and compliance
     with laws and regulations.
  2.3 Providing related corporate governance information to the
     Directors.
  2.4 Review the qualifications of independent directors during their
    term of office.
 3. The continuous learning of the Head of Corporate Governance
     in 2023:
  3.1 Corporate Resilience and Taiwan’s Competitiveness / CNAIC       /3 hours
  3.2 Business opportunities and challenges under the net zero
    boom / Taiwan Institute of Directors / 3 hours 
  3.3 Corporate Governance - Development of trends related to
    net-zero transformation at home and abroad and corporate 
    response strategies / Brokers Association / 3 hours
  3.4 Issues related to carbon reduction and their IFRS accounting
     treatments / Taiwan Institute of Directors / 3 hours                     		 None
5.
Has the Company established a communication channel with stakeholders (including but not limited to shareholders, employees, customers, and suppliers)? Has a stakeholders’area been established on the company website? Has the Company addressed major corporate social responsibility (CSR) topics that the stakeholders 
are concerned in a proper manner?		 V   The company has established a daily communication channel with stakeholders, and set up a special area for interested parties on the company's website to facilitate the use of stakeholders. The Company shall respond to the issues of concern to the interested parties by the Spokesperson or the Responsible Supervisor in 
a unified manner.
On June 26, 2023, the Head of Corporate Governance of the Company reported to the Board of Directors on the actual communication with the interested parties.		 None
6.
Has the Company delegated a professional stock agency to handle shareholders’ meetings?		 V

 

 The company has delegated Horizon Securities Corp. to be in charge of handling affairs pertaining to shareholders’meetings. None
7.
Information disclosure

 

 

 

 
(1)
Did the Company establish a website to disclose information on financial operations and corporate governance? 		 V

 

 The company has established the official website for disclosing information on finances, business operations, and corporate governance. Links with Market Observation Post System (MOPS) have also been established to provide the prompt disclosure of information. None
(2)
Did the Company adopt other ways of information disclosure (such as establishing an English language website, delegating a professional to collect and disclose company information, implementing a spokesperson system, and disclosing the process of investor conferences on the company website)?		 V

 

 The company has established chinese/english website and assigned persons to maintain and disclose corporate information through the website. The company has also fulfilled a spokesperson system.
The company participated in the institutional investors’conference held by securities exchanges or other institutes and uploaded the brief and video of the conferences on the company’s website or MOPS for investors and shareholders to reference and review.		 None
(3)
Does the company publicly announce and declare the annual financial report within two months after the end of the fiscal year, and publicly announce and declare the financial reports for the first, second, and third quarters and the monthly operating status early before the 
specified deadline?		 V   The company's financial reports for the first, second, and third quarters of 2023 were approved by the board of directors before the announcement period, and announced on the date of approval. In addition, the monthly revenue of the company is announced 1-2 days before the announcement period. The company is currently not able to declare and publish the annual financial report within 2 months after the fiscal year ended.
8.Has the Company provided important information to provide better understanding of the state of corporate governance (including but not limited to employees’ 
rights, employee care, investor relations, supplier relations, stakeholders’ rights, progress of training of Directors, risk management policy and state of 
implementing risk impact standards, state of implementing customer policies, and the Company’s purchase of liability insurance for its Directors and 
 Supervisors)?		 V

 

  1. Employee rights：
  The recruitment of new employees is based on the principle of
  equality, including the employment of people who are physically
   and mentally challenged, as well as middle-aged and elderly
   workers. The company strictly complies with the Labour Standard
   Act and related laws and regulations to protect human rights and
   employee rights. The company holds the labor-management
   council every quarter to promote two-way communications, and
   harmonious labor-management relation has been maintained,
   which resulted in zero labor-management disputes arising until
   this day.
 2. Employee cares：
  2.1 The company provides emergency aid and assistance to
    employees, with the management participating in
    employees’weddings, funerals, and other events.
  2.2 The company invites the family of employees to participate
    in the company travels, end-of-the-year banquets, and other  
    events.
  2.3he management has meals with employees regularly to
    understand their living onditions.
  2.4 The average salary for non-executive full- time employees
   was NT$841,000 in 2022, ranking 41rd of the 113 public listed 
   biomedical companies.
  3.Investors relationship：
   The company fully disclosed information on SCI’s website to
   allow investors to understand its operation instantly. The
   company communicated with investors through 
    shareholders' meetings, investor conferences, 
    and a spokesperson system.
  4.Supplier relationship：
   The company operates with the mindset of partnerships,
   practicing principles of equality and reciprocity to create a win-
   win situation for all. The company conducts audits irregularly to
   understand the operation of suppliers and to ensure the security
   of the supply chain. In addition, the company manages the   
   supplier relationships following the “Ethical Corporate
   Management Best Practice Principles” and “Environmental   
   Safety and health management of procurement practices,” with
   regular audits and reports provided to the President. 
  5. Stakeholders’ rights：
   The company values good relationships between our
    stakeholders, including employees, investors(shareholders),
    clients, government authorities, communities, suppliers, and
    others. In addition to performing the rights and obligations by
    following laws, regulations, related agreements, and operational
    requirements, the company uphold the principle of good faith,
    maintaining decent communication channels to protect the legal
    rights of all parties.
  6.State of training of Directors：
   To enhance the promotion of corporate governance, the
   company has been requiring the Directors to participate in
   continuous learning. Please refer to the descriptions on page 136.
   7.The implementation of risk management 
    policies and risk measurement standards：
    Please refer to Page 124-132 for the descriptions of the analysis
    and evaluation of risk matters.
  8.State of implementing customer policies:
   The company provides our clients all over the world with products
   in compliance with GxP/ISO 9001 to ensure the satisfaction of our
   clients and has been continuously improving the quality system
   to meet the latest government laws and international regulations.
    According to the satisfaction survey retrieved from our clients in
    2023, the company received a score of 4.7 out of 5.0. The item
    that brought the highest satisfaction was the quality and the
    client service, and the lowest was the price. 
   9.Liability insurance for the directors purchased by the
    company:：
    The company insured a US$3 million coverage from the property
    insurance company. The coverage amount, scope of insurance,   
    and rates of insurance fee on the agreement signed on August 3,
    2023, were reported in the Board of Directors’ meeting on
    August 10, 2023.    		 None
9.Improvements made in the most recent year in response to the results of corporate governance evaluation conducted by the Corporate Governance Center of Taiwan Stock Exchange Corporation (TWSE), and prioritized matters and measures to be improved for matters that have not been improved.
 		 V

 

   1. The result of the ninth Evaluation of Corporate Governance has
    been announced by the TWSE, and the company received a 
    score of 87.48 as one of the companies listed in the top 21% to
    35%.
  2. In 2023, Major defects that failed to meet the requirements in
   the Evaluation of Corporate Governance:
   2.1 The company failed to convene a shareholders' meeting
     before the end of May.
   2.2 There is no interval of more than three months between the
     two corporate information sessions.
  3. Status of Improvement in 2023:
   3.1 A shareholders' meeting is scheduled for May 30.
   3.2 Hold corporate briefings at prescribed intervals.		 None