Audit Committee
The Audit Committee, composed of independent directors, assists the Board of Directors in overseeing the quality and integrity of Eclat’s accounting, auditing, financial reporting processes, and financial controls.
The key focus areas of the Audit Committee include:
- Audit of financial statements and accounting policies and procedures.
- Evaluation of the internal control system and relevant policies and procedures.
- Review of significant asset or derivative transactions.
- Examination of major loans, endorsements, or guarantees.
- Oversight of public offerings or securities issuances.
- Monitoring the status of financial derivatives and cash investments.
- Ensuring regulatory compliance.
- Assessing related party transactions and potential conflicts of interest involving directors and managerial officers.
- Handling complaint reporting.
- Developing fraud prevention plans and investigating fraud incidents.
- Ensuring information security.
- Managing the company’s risk.
- Appointing, dismissing, and determining the remuneration for Certified Public Accountants (CPAs), including evaluating their qualifications, independence, and performance.
- Appointing/dismissing the financial or accounting manager or chief internal auditor.
- Conducting self-evaluation of the Audit Committee’s performance through a questionnaire, including assessing the committee’s duties, authority, and overall performance.
Remuneration Committee
The Remuneration Committee supports the board of directors in formulating policies and implementing measures for performance evaluation and compensation of directors, supervisors, and managerial personnel at Eclat. This includes considering factors such as business performance, individual contributions, industry standards, and future risks. The committee conducts regular assessments to ensure fairness and effectiveness in remuneration practices.
ESG Committee
Eclat formed its ESG Committee in 2017. The committee serves as a communication platform, decision-making center, and driving force across departments for the company’s sustainable management responsibilities. Its core duties include:
- Establishing a sustainability policy.
- Planning, executing, and reviewing ESG-related initiatives.
- Assessing corporate sustainability goals, strategies, and actions, while monitoring their progress.
- Addressing topics of concern to stakeholders such as shareholders, customers, suppliers, employees, government, non-profit organizations, community, and media, while overseeing communication plans.
- Compiling the ESG report.
- Periodically reporting the current year’s results and the strategy for the following year to the board of directors.
Nomination Committee
On August 6, 2020, the “Nomination Committee” was established. The committee aims to improve the functioning of the Board of Directors and strengthen Eclat’s hiring and recruitment management system. The committee consists of five members elected by the Board of Directors, and its primary responsibilities include:
- Assist in approving and nominating Independent Director candidates.
- Review the diversity criteria related to professional knowledge, skills, experience, and gender for senior managerial positions (including positions above the associate manager level) and approve candidates for senior management roles.
- Conduct performance evaluations of senior managerial officers and regularly review succession plans.
- Consider diversity criteria related to professional knowledge, skills, experience, and gender for managerial positions and approve candidates for management roles.
Risk Management Committee
The Board of Directors appoints a five-member Risk Management Committee dedicated to establishing robust risk governance and enhancing the effectiveness of the Board. The committee’s key responsibilities include:
- Assessing Eclat risk management policies and procedures.
- Providing oversight on risk management practices.
- Reviewing reports on significant risks.
- Keeping the Board of Directors informed about risk management status.
Performance Evaluation
Regulations Governing Board of Directors Performance Evaluation.
In 2017, the Board of Directors resolved to establish the “Regulations Governing Board of Directors Performance Evaluation” to promote corporate governance and enhance the effectiveness of the Board. The Board has set performance objectives to strengthen the operational efficiency of the Board and ensure effective corporate governance. The Eclat Board of Directors conducts annual performance evaluations for the entire Board, individual board members, and each functional committee.
Board Evaluations.
The Board of Directors and each functional committee receive annual results on the evaluation. The implementation status of Board evaluations is as follows:
| Assessment | Result |
|---|---|
| Board of Directors | 96.30% |
| Individual Directors | 96.75% |
| Audit Committee | 98.18% |
| Remuneration Committee | 98.19% |
| ESG Committee | 97.00% |
| Nomination Committee | 95.09% |
| Risk Management Committee | 97.80% |
Performance Evaluation of External Institution.
Once every three years, Eclat entrusts external professional institutions and experts or adopts other suitable methods for conducting performance evaluations. For the 2020 Board of Directors Performance Evaluation, the external unit responsible for the assessment was EY Advisory Services Inc. (“EY Advisory”). The institution and the executing experts maintain independence and have no business relationship with Eclat.
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