Corporate Governance
Sustainability Governance
Company organizational structure
The shareholder’s meeting is the highest body of authority at Chroma, and the Board of Directors, led by the Chairman, assumes responsibility for implementation and supervision of the various operations of the Company. In an effort to improve overall operational efficacy and decision-making power of the Chroma Group, the Chairman also serves as the CEO of Chroma. All senior executives are hired locally to enhance Board independence.
ESG Office
In an effort to fulfill our corporate social responsibilities and stay true to our philosophy for sustainable operations, the Board of Directors (Board) approved the establishment of the Chroma Culture and Education Foundation, the Chroma ESG Office, and the Chroma ESG Working Team in 2022 to practice sustainable development in terms of the following seven aspects: corporate governance, product and innovation, a happy workplace, social engagement, a sustainable environment, suppliers and partners, and climate change. We also set the UN Sustainable Development Goals (SDGs) as the direction for the implementation of our sustainable development strategy.
Board operation (improving director competency)
The Company's Board of Directors consists of nine directors in 2023, including four independent directors. The chairperson maintains sufficient communication with other members of the Board to ensure proper governance and operation.
Pursuant to the provisions set forth in the Articles of Incorporation, Chroma elected the latest board of director at the 2023 annual general meeting. More information please check on Chroma website.
Director Independency and Diversity
In 2023 all nine members of the Board were ROC (Taiwan) nationals, including four independent directors. Currently, we have one female board members. In addition to years of practical experience in business operations, each director has capabilities that include business judgment, crisis handling, industrial knowledge, international perspective, leadership, and decision-making.
Remuneration policy for directors and officers
- Directors:
In accordance with Article 34 of the Articles of Incorporation, not more than 1.5% of the pre-tax profit, before deduction of employee and director remuneration, should be appropriated for remuneration of the directors. In our director remuneration policy, in addition to Company overall operational performance and future operational risks and development trends of the industry, we also consider individuals director’s contribution to Company operational performance to decide reasonable remuneration. Remuneration for directors is reviewed and approved by the Remuneration Committee and the Board. The remuneration policy reviews are based on the actual status of operations to ensure optimal balance between sustainable management and risk control. - Senior executives:
Chroma has established the “Remuneration Management Procedure for Senior Managers”, which states that the Company shall refer to the salary standard of competitors in the industry during the appointment of officers to determine remuneration in the form of a fixed monthly salary. Any change in remuneration for officers shall be handled as an employee salary, which will depend on the company operational performance for the year as well as personal performance. A salary adjustment proposal shall be submitted to the Remuneration Committee for review and be approved by the Board of Directors.
Board performance evaluation
Continuing education of directors
Ethical corporate management
There were no incidents of unethical conduct or corruption in 2022
Ethical transaction is a long-standing Chroma business philosophy. We uphold integrity in all business activities and allow no corruption and unethical behavior in any form. Chroma prioritizes integrity as the most important core value for employee conduct and this has been so since the company’s inception. Chroma has established and published several relevant internal regulations, including "Ethical Management Best Practices", "Chroma Rules on Ethical Management Best Practice", "Ethical Code of Conduct" etc. Our "Employee Reward and Censure Procedure" serves as a basis for the reward or censure of employee conduct and work performance. Guidelines have been established to define the details of relevant disciplinary action for violation and the handling of personal grievances.
The responsible units take immediate action to deal with complaints as soon as they are submitted. Employees are requested to abide by all relevant laws and regulations and internal regulations. The extensive publicity of the value of integrity and probity ensures the optimization of a sound corporate culture. We ask all our employees, by extensive and firm promotion of desirable values such as loyalty and integrity, to foster our corporate culture by observance of all the pertinent Company internal rules and regulations.
audit@chroma.com.tw
03-327-9999 #88301
In addition to conveying the importance of integrity, we have also established processes designed to prevent acts of dishonesty in the "Chroma Rules on Ethical Management". Moreover, we also ask collaborating partners to sign a "Letter of Undertaking of Integrity", which clearly states that the undersigned party pledges to refrain from transactions that would be deemed inappropriate or unethical in all business activities and that Chroma may immediately terminate all business dealings with an undersigned party in the event of a violation. Terms on integrity and ethical practices have also been included in the Chroma standard Sales and Purchase contracts to deter any acts of dishonesty. There were no incidents of unethical conduct or corruption in 2022 and all employees acted according to the pertinent regulations on ethical conduct and stayed true to the Chroma ethical management philosophy. A total of 6 sessions with 178 new joiners were held in 2022.
Legal compliance
No sanction for non-compliance with any laws and regulations was reported in 2022
Absolute legal compliance in operations is crucial to the practice of corporate social responsibility and one of the keys to sustainable operations. We distribute products and render services worldwide. To ensure compliance with the relevant laws and regulations around the world, we have established the Legal Affairs Division to keep close track on law making and developments that may affect our operations. We have also established a mechanism to assess the fairness of legislation, policies, and regulations to ensure all units remain in full legal compliance. We identify, manage, and monitor laws and regulations in relation to operations, environmental protection, occupational safety and health, labor, and products. We uphold the principle of disclosure in the CSR reports of material legal incidents resulting in monetary and non-monetary sanctions or which affect corporate operations, we maintain properly balanced reporting and information transparency.