Corporate Governance

ONYX appointed resource service department as the unit responsible for corporate governance related affairs.

The management of Onyx Healthcare Inc. recognizes the importance of corporate governance to the operations of ONYX and actively promote corporate governance, in addition to the establishment and implementation of the internal control system in accordance with the “Regulations Governing Establishment of Internal Control Systems by Public Companies”, ONYX also implements of internal control self-review. The board of directors and management paid a lot attention to the supervision of the unit responsible for audits and the implementation of the audit.

Explanations regarding the status of implementation of corporate governance for this Company are respectively specified in four categories required by the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”: protect the rights and interests of shareholders, strengthen the powers of the board of directors and utilize the functions of the independent directors, fulfill the function of supervisors and respect the rights and interests of stakeholders.

Protect the rights and interests of shareholders

1. Encourage shareholders to participate in Corporate Governance

ONYX has set out, in accordance with the law, “Shareholders’ meeting procedure rules”, “Regulations Governing the Acquisition and Disposal of Assets”, “Regulations Governing Loaning of Funds” and “Regulations Governing Making of Endorsements/Guarantees”, adopted and implemented by resolution of the shareholders’ meeting. Relevant transactions or operating procedures are handled according to the relevant laws and regulations, and shareholders may also find minutes of the shareholders’ meeting on the Market Observation Post System.
ONYX has the spokesman and the vice spokesman responsible for handling proposals to ONYX by its shareholders.

2. Governance relationship between ONYX and its affiliates
ONYX has set out “Regulations governing the supervision and management of subsidiaries” and “Regulations governing related party transactions”, transactions between ONYX and its affiliates are implemented in accordance with the aforementioned regulations; in addition, non-compete restrictions for the directors have also been explained at the shareholders’ meeting.
ONYX keeps an eye on the list of major shareholders at all times (those who hold more than 5% of issued shares or top ten shareholders) and regularly disclose information of the shareholdings, equity pledge and changes of shareholders holding over 10% of shares for other shareholders’ supervision convenience.

Strengthen the powers of the board of directors and utilize the functions of the independent directors

1. ONYX currently has seven directors, including three independent directors, each with finance, accounting or knowledge of the industry and a board of directors’ meeting is convened at least once each quarter.

2. ONYX has set up a remuneration committee which regularly assess the remuneration paid to directors, supervisors and managers, and submitted to the board of directors for discussion and resolution.

3. ONYX has an audit committee composed of members from the industry and academic settings with relevant expertises which fulfill statutory obligations on a regular basis, issues such as resolution regarding the budget, amendments to the Articles of Incorporation, amendments to the internal audit mechanism, transaction concerning significant financial loans, endorsement and guarantee and derivatives, investments in other enterprises and significant financial resolutions, are submitted to the Audit Committee for resolutions.ONYX greatly values its opinion and daily recommendations, and carefully evaluates such in order to enhance performance and risk management of ONYX, achieving the function of oversight on behalf of the shareholders.

4. ONYX has established an audit unit under the board of directors to formulate audit plans and prepare audit reports. Before the end of each year, the audit plan will be submitted to the board of directors’ meeting for resolution and the monthly audit reports will be sent to the independent directors for approval before the end of the following month.

Enhance information transparency

Apart from the establishment of an online reporting system in accordance with relevant regulations and rules of the stock exchange, ONYX also has a spokesman mechanism. In addition, ONYX values the rights to know of the shareholders. After public listing, ONYX regularly disclose financial information and information of business affairs on Market Observation Post System in accordance with rules and regulations of the competent authority and publish material information through the appropriate channels (e.g. the Market Observation Post System or the media) when necessary.

Respect the rights and interests of stakeholders

ONYX is committed to safeguarding the legitimate rights and interests of its stakeholders such as the balance of interest between its employees, shareholders, customers and suppliers and maintaining an open channel of communication, respect and safeguard their legitimate rights and interests and formulates various relevant measures.

1. Employee:

ONYX held internal meetings from time to time, sharing all current status and plans of future development to inter-department or all the staff to promote teamwork among the employees and cultivate a sense of belonging.

2. Shareholders:

ONYX fully discloses material information, including relevant information disclosed in the annual financial reports and the annual reports to safeguard the basic rights of all the shareholders.

All of the above completes corporate governance of the whole company, allowing the company to pursuit maximum benefits and achieve the goals of corporate governance.

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