公司治理 Corporate Governance
CORPORATE GOVERNANCE 公司治理概況
治理架構
董事會運作
本公司董事會於2024年6月20日進行改選，本屆任期至2027年6月19日。基於營運管理需要，推舉郭文筆先生擔任董事長並兼任總經理。 為強化董事會之監督機制，經股東會決議通過後，獨立董事由3席增加至4席，占董事人數比例由26.6%提升為33.3%。目前董事會成員共計12名，包含4位獨立董事及2位女性董事，均為學有專精且產業經驗豐富之人士，為本公司未來發展提供最適切之策略指導。
薪資報酬委員會運作
本公司薪資報酬委員會自2011年成立，由4名獨立董事組成，每年至少開會2次，就公司董事及經理人之薪資報酬政策及制度予以評估，並向董事會提出建議，避免因薪酬政策引發董事及經理人從事逾越公司風險胃納之行為。
本公司董事酬金依「公司章程」及業界標準核定，部分董事領固定薪資，其他依出席情形支領車馬費。經理人薪資依績效考核調整，含財務與非財務指標，提報薪資報酬委員會審議後，續提董事會討論通過。請詳年報「一般董事及獨立董事之酬金」及「總經理及副總經理之酬金」。
審計委員會運作
本公司審計委員會由4位獨立董事組成，每年至少開會2次，主要為監督財務報表之允當表達、簽證會計師之選(解)任、適任性及獨立性與績效、公司內部控制之有效實施、公司遵循相關法令規則，以及公司存在或潛在風險之管控。
永續發展委員會運作
本公司永續發展委員會由4位獨立董事與永續發展工作推動召集人與副召集人組成，每年至少開會1次，主要為審議本公司永續報告書等公開揭露資訊及永續相關重要規章，並提請董事會決議，以及監督永續發展相關策略與執行方案。
Corporate Governance
Governance Structure
Operations of the Board of Directors
FPC's Board of Directors was re-elected on June 20, 2024, and the current term runs until June 19, 2027. Based on the needs of operation management, Mr. Wen-Bee Kuo has been nominated to serve as the Chairman of the Board and concurrently as the President. To strengthen the supervision mechanism of the Board of Directors, following the resolution passed by the shareholders' meeting, the number of independent directors has increased from 3 to 4, raising their proportion of the total number of directors from 26.6% to 33.3%. The Board of Directors currently consists of 12 directors, including four independent directors and two female directors, who possess professional expertise and broad industrial experience. These directors will be able to provide the most appropriate strategic guidance for the future development of FPC.
Operations of the Remuneration Committee
Since the establishment in 2011, the Remuneration Committee is composed of four independent directors and holds at least two meetings every year. During these meetings, remuneration policies and systems for directors and managerial officers are evaluated, and recommendations are submitted to the Board of Directors for deliberation, so as to prevent directors and managerial officers from engaging in conduct that exceeds the risk appetite of FPC due to remuneration policies.
The remuneration for the directors of the Company is determined in accordance with the "Articles of Association" and industry standards. Some directors receive a fixed salary, and the rest of the directors only receive travel expenses based on their actual attendance at the board meetings. The manager's salary is adjusted based on performance evaluations, which include both financial and non-financial indicators. After being submitted to the Remuneration Committee for review, it is then presented to the Board of Directors for discussion and approval. Please refer to "Remuneration of Directors and Independent Directors" and "Remuneration of the President and Vice Presidents" in the annual report.
Operations of the Audit Committee
The Audit Committee is composed of four independent directors and holds two meetings every year. The main purpose of establishing this committee is to supervise the fair expression of financial statements, the appointment (dismissal), competence, independence and performance of CPAs, the effective implementation of internal control, compliance with the relevant laws and regulations, and the control of existing or potential risks to FPC.
Operations of the Sustainable Development Committee
The Sustainable Development Committee is composed of 4 independent directors and the convener and deputy convener of the sustainable development project. At least 1 committee meeting is convened each year. The main purpose of establishing this committee is to review FPC's Sustainability Report, and to oversee sustainable-related strategies and implementation plans.