- Timely disclosure of material information
- Checks and balances between the board and management
- Setting the target share of independent directors on the board to be at least 40%
- Audit Committee ensures fair and independent financial oversight
- Remuneration and Nomination Committee ensures sound corporate governance practices and compensation systems for directors and managers are in place
- Adoption of a high cash dividend payout policy
- Shareholders’ rights guaranteed with the right to vote on all proposals at the annual general meeting or through an electronic voting system
- Strict compliance with the Code of Ethics and Ethical Corporate Management Best Practice Principles and establishment of an internal audit mechanism
The Company’s corporate governance structure is composed of two committees: an Audit Committee and a Remuneration and Nomination Committee.
- Audit Committee
- The Audit Committee was set up in June 2008 to replace board supervisors, pursuant to provisions in the Securities and Exchange Act. The committee’s operation is bound by the “Audit Committee Charter” and its main responsibility is to assist the board in overseeing the following:
- Integrity of the Company's financial statements
- Independent auditors' appointment (termination) and integrity/performance
- Internal risk controls
- Company's compliance with legal and regulatory requirements
- Company's existing and potential risks
- Remuneration and Nomination Committee
- The Remuneration and Nomination Committee, composed entirely of independent board directors, is bound by the “Remuneration and Nomination Committee Charter.” The committee is responsible for evaluation of the following matters:
- Establish a policy, system, standard and structure for directors and managers’ compensation and review them periodically.
- Decide compensation for directors and managers and carry out periodic evaluations
- Finding, reviewing, and nominating candidates for directors
Metric for President (CEO) compensation
President’s performance and remuneration is reviewed by the Remuneration and Nomination Committee, and approved by the board meeting. Performance-based compensation of President’s annual salary is determined by a comprehensive evaluation of measurable metrics. The metrics include financial performances such as EPS、EBITDA、ROA、ROE、total shareholder return, and the non-measurable external perception metrics such as customer satisfaction, DJSI evaluation results and a set of CSR indicators. The time vesting period for variable President compensation is one year.
Taiwan Mobile implements appropriate disclosures to ensure shareholders have up-to-date information as a basis for their investment decisions. Taiwan Mobile provides key operation & financial information, BOD resolutions and CEO messages in a fairly distributed and timely manner.