Corporate Governance Overview

In accordance with the Company Act and other related Taiwanese laws, MTI establish a corporate governance system in order to enhance information transparency, protect shareholders’ right, strengthen the function of the Board of directors and respect the affected stakeholders. With the successful implementation of corporate governance, we can enhance the business performance and achieve the goal of sustainable operation.

"2023 (10th) Corporate Governance Evaluation of Listed Companies" jointly entrusted SFI by TWSE and OTC to conduct the assessment results was announced on April 30, 2024. There were 952 TSE and 754 OTC companies, a total of 1,706 were evaluated, and MTI ranked top 6% to 20% among all TSE&OTC listed companies.

MTI’s Finance and Stock Affairs Department is in charge of corporate governance related matters under the supervision of the Corporate Governance Office of the Company.

The Stock Affairs Department primary functions are in charge of assisting in related affairs, including handling of matters relating to Board, Audit Committee, Compensation Committee and Shareholders’ meetings in compliance with law, provision of information required for performance of duties by directors, assistance in continuing education of directors, assistance in directors’ compliance of law, and investor relations etc.

The Board of Directors appointed Vice President and CFO to be the Corporate Governance Officer on August 9, 2023. Ms. Vivian Chiu has been in a financial position and spokesperson for companies, and acts as the corporate secretary who is in charge of supervising the corporate governance.

MTI has instituted the “Ethical Corporate Management Best Practice Principles” and “Ethical Corporate Management Procedure and Code of Conduct” approved by BoD on March 6, 2015.

To perform the responsibilities of supervising the corporate conduct and ethics compliance practice, HR Department of the Company is responsible for the amendment, interpretation, inquiry service and notification of the content of related operation procedures and code of conduct, and will conduct inspection and follow up with the development in accordance with the “Ethical Corporate Management Procedure and Code of Conduct” and "Whistle-Blowing Policy". A status report on the operation of the year would be presented to the Board in March of the next year. (Reported on March 6, 2024)

To educate and remind our employees of their responsibilities under the Ethics Code, we publish our Ethics Code, relevant policies and documents on our intranet and promote its awareness through training courses, posters, emails, and internal news articles. Furthermore, to ensure that our conduct meets relevant legal requirements and the highest ethical standards under the Ethics Code, MTI provides multiple channels for reporting business conduct concerns.

The Finance and Stock Affairs Department is in charge of corporate governance related business under the supervision of the Corporate Governance Office of the Company. The primary functions are as follows:

• Assist Independent Director and General Directors in performing their duties, providing required information and continuing education.
  1. Provide board members the revision of the latest laws and regulations related to corporate governance once on board and updated regularly.
  2. Provide company information required by directors, and maintain smooth communication channel between directors and managers.
  3. In accordance with the Corporate Governance Best Practice Principles, the Independent directors meet with the Chief Internal Auditor and the CPAs individually, to understand the development of the company’s financial business in the sessions of the Audit Committee quarterly.
  4. Assist Independent Directors and General Directors in planning annual training schedule and arranging courses based on the company's industry characteristics and directors' background.

• Assist the Board of Directors and Shareholders Meeting procedures and resolutions for legal compliance matters:
  1. Report the corporate governance implementation status to the Board of Directors, Independent Directors, and Audit Committee. Confirm whether the company's shareholders meeting and the board of directors meet the relevant laws and Corporate Governance Best Practice Principles.
  2. Assist and remind directors to comply with the laws and regulations when conducting business or making formal board resolutions.
  3. Review the release of material information of important resolutions of the Board with legality and correctness to guarantee the information symmetry of all investor.
  4. Handle the performance evaluation of the board of directors and various functional committees, and report the results to the Board of Directors.

• Draft the agenda of the Board of Directors and notify the directors 7 days in advance, convene the meeting and provide meeting materials. Remind the Directors if there are conflicts of interest issues of the resolutions. The minutes of the board of directors should be delievered within 20 days after the meeting.
• Handle the registration of shareholders meetings’ date, prepare meeting notices, meeting handbooks, and meeting minutes. Handle the company certificate registration when there are amendments of the articles of association or the re-election of directors and so on….
• Take care of company information disclosure and public relations maintenance. Communicate with investors through institution investor conference and annual shareholders’ meetings. Update the company website irregularly. Investors can know the company's financial, business, corporate governance and other related information in time in order to protect their rights and interests.
• Assist in the implementation and promotion of all corporate governance related work in the company.

Education Courses Completed