Sustainable Governance

According to the company's management operations, three functional committees are established under the board of directors, reporting to the board. In 2023, the Sustainability Development and Nomination Committee was formed, incorporating the existing four functional groups for management and execution.

The highest governance unit of MERRY is the board of directors, which currently consists of 9 members, including 6 directors and 3 independent directors, all of whom are outstanding professionals with rich industry experience, elected by the shareholders' meeting on June 15, 2022, for a term of 3 years. The board operates according to the "Board Meeting Rules," meeting at least once per quarter. In 2023, the board held 5 meetings, and all members adhere to high self-discipline. If a proposal involves individual interests, they abstain from voting according to the conflict of interest provisions in MERRY's "Board Meeting Rules." On average, directors participated in company governance and corporate sustainability governance-related training for 7.7 hours, continuously enhancing their professional knowledge through diverse courses to fully leverage their decision-making and supervisory functions. Other board operations, including meeting minutes, attendance, conflict of interest abstentions, and training status, as well as information on cross-shareholding with stakeholders, the existence of controlling shareholders, related party transactions, and members' background information, education, concurrent positions in other companies, independence of independent directors, and the operation of various functional committees, are all disclosed by the company and can be found on the Board Members page for related information.

To effectively fulfill the board's functions and enhance the quality of decision-making, relevant procedures are established to report on key major issues during operations regularly or as needed to the board. Since 2022, greenhouse gas inventory has been included as a regular reporting item to the board, and the climate-related financial disclosures (TCFD) project has been incorporated into the risk management team's report submitted to the board. In 2023, we also reviewed the types and degrees of impacts of existing sustainability issues, evaluating and revising the significant impact scope of existing procedures, incorporating major environmental and social impacts into the board's oversight items. A total of 24 key significant events were identified for the year, including 5 environmental issues, 16 governance issues, 2 social issues, and 1 issue encompassing the aforementioned three aspects. In 2023, MERRY voluntarily established a Sustainability Development and Nomination Committee to strengthen the governance mechanism for corporate sustainability development. Major resolutions of MERRY's board in 2023 have been published on Important ResolutionsOn July 25, 2024, the results of the sustainability report preparation will also be presented to the board as a discussion item to enhance the board's oversight mechanism for MERRY's sustainability reporting..

The nomination and election of directors (including independent directors) follow the "Director Selection Measures," adopting a candidate nomination system and cumulative voting system. The Sustainability Development and Nomination Committee seeks qualified candidates for directors (including independent directors), considering the overall configuration of the board to ensure diversity among members and the necessary knowledge, skills, and qualities required for their roles, including operational judgment, accounting and financial analysis, management capabilities, crisis handling, industry knowledge, international market awareness, leadership, and decision-making abilities, to make impartial judgments on the company's operational strategies. The independence of independent director candidates is assessed, and a candidate list is submitted for shareholder voting, conducted in accordance with "Company Act Article 192-1," with the shareholders' meeting appointing directors from the candidate list.

Audit Committee

Remuneration Committee

Sustainable Development and Nomination Committee

Audit Committee

【Responsibilities】

• Proper expression of the company's financial statements
• Selection and dismissal of auditors and assessment of their independence
• Effective implementation of internal controls
• Compliance with relevant laws and regulations
• Management of existing or potential risks

【Operation】

• Audit Committee established since 2019
• Comprising 3 independent directors (Sher, JihHsin, Wu Hui-huang, and I, Chang-Yun), with Sher, Jih-Hsin serving as the convener
• Held 5 meetings in 2023 with a 100% attendance rate. For detailed execution, please refer to the annual report or company website.

Remuneration Committee

【Responsibilities 】

 

• • Assist the board in implementing and evaluating overall compensation and benefits policies for the company, as well as the remuneration for directors and executives.

【Operation】

 

• Established the Compensation Committee in 2011.
• Comprised of three independent directors (Sher, Jih-Hsin, Wu Hui-Huang, and I, Chang-Yun), with Wu Hui-Huang as the convener.
• • Held three meetings in 2023, with a 100% attendance rate.
• The remuneration policies for directors and executives of Merry are handled according to the "Regulations Governing the Remuneration of Directors and Executives," reviewed by the Compensation Committee, and approved by the board of directors.
• Since 2022, the president's performance indicators have been linked to the achievement of sustainability targets.
• 2023 Annual Total Compensation Ratio
  • Annual total compensation ratio: 13.12 times
  • Annual total compensation change ratio: 1.77 times

Sustainable Development and Nomination Committee

【Responsibilities】

 

• Formulating sustainable development, integrity management, risk management, and information security policies, and supervising the related operational mechanisms.
• Identifying suitable candidates for directors and CEO positions, and presenting candidate lists to the board of directors.
• Handling other matters as decided by the board of directors to be managed by this committee.

【Operation】

 

• Established the Sustainable Development, and Nomination Committee in 2023.
• Comprising 2 independent directors and 1 director (Wu Hui-huang, Sher, Jih-Hsin, and Huang, ChaoLi), with Wu Hui-huang serving as the convener.
• Held 2 meetings in 2023 with a 100% attendance rate. For detailed execution, please refer to the annual report or company website.

To incentivize senior managers to focus on long-term comprehensive performance and achieve sustainable operations, starting in 2023, the distribution of compensation for senior managers will consider not only job scope, responsibilities, and unit performance but also incorporate sustainability-related performance outcomes as a basis for allocation.