Corporate Governance

ORGANIZATION sTRUCTURE


Organization Chart


Board of Directors

The composition of Billion's board of directors considers diversity and formulates appropriate diversity policies based on its own operations, operating types and development needs, such as the following two major standards:

1. Basic conditions and values: gender, age, nationality, culture, etc. Among them, the ratio of female directors is one-third of director seats.

2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience


Board members should generally possess the necessary knowledge, skills and qualities to perform their duties. In order to achieve the ideal goals of corporate governance, the board of directors as a whole should have the following capabilities:

 1. Operational judgment ability

 2. Accounting and financial analysis skills

 3. Operation and management capabilities

 4. Crisis handling capabilities

 5. Industrial knowledge

 6. International Market View

 7. Leadership skills

 8. Decision-making ability


Specific management objectives of the company’s board diversity policy

1. The number of independent directors shall be no less than one third of the number of directors.

2. The ratio of female directors reaches more than one-third of the director seats

3. Directors who concurrently serve as managers (and employees) of the company shall not exceed one third of the number of directors.

4. More than half of the independent directors shall serve no more than three terms.

5. At least one director with legal professional background

6. At least one director with professional marketing background

7. Younger board members


Audit Committee

The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its role in overseeing the quality and integrity of the Company's accounting, auditing, financial reporting processes and financial controls.


The main purpose of the operation of this committee is to supervise the following matters:

1. Proper presentation of the company’s financial statements.

2. Selection (removal), independence and performance of visa accountants.

3. Effective implementation of the company’s internal controls.

4. The company complies with relevant laws and regulations.

5. Management and control of existing or potential risks of the company.

This committee meets at least once every quarter and may convene meetings at any time as necessary.

審計委員會


Salary and Compensation Committee

The function of this committee is to evaluate the salary and remuneration policies and systems of the company's directors and associate level or above directors from a professional and objective position, and make recommendations to the board of directors for reference in its decision-making.


1. Evaluate and supervise the company’s overall remuneration policy.

2. Evaluate and approve directors’ remuneration levels.

3. Evaluate and approve the salary levels of supervisors at associate level (inclusive) and above.

4. Other salary-related and employee reward system formulation.


The number of members of this committee shall not be less than three, and they shall be appointed by resolution of the board of directors, and more than half of the members shall be independent directors; it shall be held at least twice a year.


Nomination Committee

The Committee shall, in accordance with the authorization of the Board of Directors, faithfully perform the following duties and powers with the care of a good manager, and submit its suggestions to the Board of Directors for discussion:


1. Establish standards for diversity of backgrounds and independence in terms of professional knowledge, skills, experience, gender, etc. required by board members and senior managers, and use this to identify, review and nominate candidates for directors and senior managers.

2. Construct and develop the organizational structure of the board of directors and committees, conduct performance evaluations of the board of directors, committees, directors and senior managers, and evaluate the independence of independent directors.

3. Formulate and regularly review director training plans and succession plans for directors and senior managers.

4. Formulate the company’s corporate governance code of practice.


This committee is composed of at least three directors recommended by the board of directors, among whom more than half of the independent directors should participate; it meets at least twice a year.


Sustainable Development Committee

In order to implement the environmental, social and governance aspects, the Sustainable Development Committee has six major groups, namely corporate governance, environmental protection, social responsibility, risk management, information security and integrity management groups, which coordinate and are responsible for formulating Promote the promotion and implementation of policies such as corporate governance and sustainable environment development, and regularly conduct implementation results and continuous improvements, and report implementation status and execution performance to the board of directors to pursue sustainable corporate development and fulfill social responsibilities.


This committee meets at least twice a year and may convene meetings at any time as necessary.


Internal Audit

It is to assist the board of directors and management in checking and reviewing deficiencies in the internal control system and measuring the effectiveness and efficiency of operations, the reliability of financial reporting and compliance with relevant laws, and providing timely improvement suggestions to ensure the continued and effective implementation of the internal control system.


The company's audit unit is affiliated with the board of directors. The appointment and removal of the internal audit manager must be reviewed by the audit committee and then submitted to the board of directors for approval. The appointment, removal, salary, remuneration, evaluation, rewards and punishments of internal auditors shall be signed by the audit supervisor and reported to the chairman of the board for approval in accordance with company regulations. There is currently one audit supervisor.


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