{"id":11184,"date":"2024-01-20T01:48:03","date_gmt":"2024-01-19T17:48:03","guid":{"rendered":"https:\/\/mbi-bio.com\/governance\/"},"modified":"2024-01-20T01:48:03","modified_gmt":"2024-01-19T17:48:03","slug":"governance","status":"publish","type":"page","link":"https:\/\/mbi-bio.com\/es\/governance\/","title":{"rendered":"governance"},"content":{"rendered":"\t\t
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Governance<\/h1>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
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Composition of the Board of Directors<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Diversity, Expertise, and Independence of the 2023 Members of the Board of Directors<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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To strengthen corporate governance and promote a sound composition and structure of the board, the Company follows the \u00abCorporate Governance Code of Practice\u00bb and implements a \u00abPolicy on Board Member Diversity.\u00bb The current Board of Directors consists of 9 directors, including 6 directors and 3 independent directors, with diverse backgrounds in accounting, finance, biotechnology, business, and management, bringing rich experience and expertise from various fields. Furthermore, the Company places importance on gender equality within the composition of the Board of Directors, with a target ratio of more than one-third of female directors. Currently, among the 9 directors, there are 3 female directors, achieving a ratio of 33%.<\/p>\n

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The Company also has a \u00abNomination Committee\u00bb and adopts a \u00abCandidate Nomination System.\u00bb All director candidates are nominated and qualified by the \u00abNomination Committee\u00bb and approved by the Board of Directors for election by the shareholders at the shareholders’ meeting. Under Article 20 of the Company’s \u00abCorporate Governance Code of Practice,\u00bb directors shall possess the knowledge, skills, and qualities necessary for performing their duties. To achieve the desired objectives of corporate governance, the Board of Directors as a whole shall possess the following skills:<\/p>\n

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1. Operational Judgment Skills
2. Accounting and financial analysis skills
3. Operational management skills
4. Crisis management skills
5. Industry knowledge
6. International market outlook
7. Leadership skills
8. Decision-making skills<\/p>\n

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Information on the operation of MBI's Board of Directors is as follows:<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Title<\/strong><\/span><\/p>\n<\/td>\n

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Name<\/strong><\/span><\/p>\n<\/td>\n

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Gender<\/strong><\/span><\/p>\n<\/td>\n

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Education<\/strong><\/span><\/p>\n<\/td>\n

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Experience<\/strong><\/span><\/p>\n<\/td>\n<\/tr>\n

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Chairman<\/p>\n<\/td>\n

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Yung-Hsiang Lin<\/p>\n<\/td>\n

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Male<\/p>\n<\/td>\n

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Bachelor\u2019s Degree in Botany, National Chung Hsing University<\/p>\n<\/td>\n

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Chairman and General Manager, TCI Co., Ltd.<\/p>\n<\/td>\n<\/tr>\n

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Director<\/p>\n<\/td>\n

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Ching-Ting Chen<\/p>\n<\/td>\n

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Female<\/p>\n<\/td>\n

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Master\u2019s degree in Chemistry, National Taiwan University<\/p>\n<\/td>\n

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General Manager, Maxigen Biotech Inc.<\/p>\n<\/td>\n<\/tr>\n

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Director<\/p>\n<\/td>\n

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Chen-Chen Fu<\/p>\n<\/td>\n

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Female<\/p>\n<\/td>\n

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Bachelor\u2019s degree in Finance and Taxation, Feng Chia University<\/p>\n<\/td>\n

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Cost Management Center Supervisor, TCI Co., Ltd.<\/p>\n<\/td>\n<\/tr>\n

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Director<\/p>\n<\/td>\n

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Tsiu-Yuan Li<\/p>\n<\/td>\n

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Female<\/p>\n<\/td>\n

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Master\u2019s degree in Economics, San Jose State University, USA<\/p>\n<\/td>\n

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General Manager, China Investment and Development Co., Ltd.<\/p>\n<\/td>\n<\/tr>\n

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Director<\/p>\n<\/td>\n

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Shih-Ming Lai<\/p>\n<\/td>\n

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Male<\/p>\n<\/td>\n

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MBA, University of Portland<\/p>\n<\/td>\n

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Deputy Team Leader of Medical
Business Development Center,
General Management Office,
Formosa Plastic Group<\/p>\n<\/td>\n<\/tr>\n

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Director<\/p>\n<\/td>\n

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Cong-Jie Qiu<\/p>\n<\/td>\n

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Male<\/p>\n<\/td>\n

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Master\u2019s degree in Chemical Engineering, National Cheng Kung University<\/p>\n<\/td>\n

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Customer Success Manager, TCI Co., Ltd.<\/p>\n<\/td>\n<\/tr>\n

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Independent Director<\/p>\n<\/td>\n

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Sung-Yuan Liao<\/p>\n<\/td>\n

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Male<\/p>\n<\/td>\n

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Ph.D., National Chung Hsing University<\/p>\n<\/td>\n

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Associate Professor, Department of Life Sciences, National Chung Hsing University<\/p>\n<\/td>\n<\/tr>\n

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Independent Director<\/p>\n<\/td>\n

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Zhong-Ming Zeng<\/p>\n<\/td>\n

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Male<\/p>\n<\/td>\n

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Master’s degree in Industrial Engineering, National Chiao Tung University<\/p>\n<\/td>\n

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Founder and Chief Executive Officer, Best Moment Inc.<\/p>\n<\/td>\n<\/tr>\n

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Independent Director<\/p>\n<\/td>\n

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Shih-Ming Li<\/p>\n<\/td>\n

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Male<\/p>\n<\/td>\n

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Bachelor\u2019s degree in Medicine, National Defense Medical Center Reproductive Endocrinology and Infertility Researcher, University of California, USA<\/p>\n<\/td>\n

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Vice President, Chung Shan Hospital<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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Committee<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Composition, Responsibilities, and Operation of Functional Committees:<\/strong><\/p>\n

Audit Committee<\/strong><\/p>\n

Audit Committee’s Professional Qualifications and Annual Focus on Operations<\/u><\/p>\n

The Audit Committee assists the Board in fulfilling its role of overseeing the quality and integrity of the Company’s execution of accounting, auditing, financial reporting processes, and financial controls. The Audit Committee considers matters such as financial statements, auditing and accounting policies and procedures, internal control systems, material asset or derivative transactions, material loans and endorsements or guarantees, solicitation or issuance of securities, compliance with laws and regulations, whether managers and directors have related-party transactions and possible conflicts of interest, employee grievance reports, fraud investigation reports, risk management of the Company, and the appointment, dismissal, or compensation of the certified public accountants, and the appointment or dismissal of the supervisor of finance, accounting or internal audit. Under the laws of the Republic of China, the Audit Committee shall be composed of all independent directors. The Audit Committee has the authority to conduct appropriate audits and investigations to fulfill its responsibilities as set forth in its charter and has direct access to the Company’s internal auditors, certified public accountants, and all employees. The Audit Committee also has the authority to retain and supervise attorneys, accountants, or other advisors to assist it in performing its duties.<\/p>\n

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Please refer to the Company’s annual reports for the Committee meetings and each member’s attendance rate.<\/p>\n

Committee members:<\/p>\n

Sung-Yuan Liao, Independent Director (convener) (male)
Shih-Ming Li, Independent Director (male)
Chung-Ming Tseng, Independent Director (male)<\/p>\n

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Organizational Charter of the Audit Committee<\/a><\/span><\/p>\n

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Nomination Committee<\/strong><\/p>\n

The Nomination Committee aims to improve the nomination system of the Company’s directors and functional committees. On September 13, 2021, the Board of Directors resolved to establish the Nomination Committee. Pursuant to the Company’s Organizational Charter of the Nomination Committee, the Committee shall comprise at least three directors elected by the Board of Directors, with a majority of independent directors participating in the Committee. Currently, the Company’s Nomination Committee consists of all independent directors and the Chairman of the Board. Pursuant to the Organizational Charter of the Nomination Committee, the duties of the Nomination Committee include:<\/p>\n

The Committee establishes the criteria of diversity and independence regarding expertise, skills, experience, and gender required for board members, supervisors, and senior managers and identifies, reviews, and nominates candidates for directors, supervisors, and senior managers accordingly.<\/p>\n

Construct and develop the organizational structure of the Board of Directors and Committees, conduct a performance evaluation of the Board of Directors, Committees, directors, and senior managers, and evaluate the independence of independent directors.<\/p>\n

To establish and periodically review directors’ continuing education programs and succession plans for directors and senior managers.<\/p>\n

Revise the Company’s Corporate Governance Code of Practice.
Please refer to the Company’s annual reports or visit the Market Observation Post System for the Committee meetings and each member’s attendance rate.<\/p>\n

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Committee members:<\/p>\n

Sung-Yuan Liao, Independent Director (convener)
Shih-Ming Li, Independent Director
Chung-Ming Tseng, Independent Director
Yung-Hsiang Lin, Director<\/p>\n

The Company’s Nomination Committee was established to identify outstanding professionals. The Committee, comprised of Sung-Yuan Liao, Shih-Ming Li, Chung-Ming Tseng, the Independent Director, and Chairman Lin, are experienced in a wide range of academic, medical, and commercial operations, and can review the ability of senior talents from their professional perspectives. The Nomination Committee can review and nominate candidates for directors and senior managers based on the criteria of diversity and independence regarding expertise, skills, experience, and gender required for board members and senior managers.
Please refer to the Company’s annual reports for the Committee meetings and each member’s attendance rate.<\/p>\n

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Organizational Charter of the Nomination Committee<\/a><\/span><\/p>\n

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Remuneration Committee<\/strong><\/p>\n

Remuneration Committee’s Annual Operation<\/strong><\/p>\n

To improve the remuneration system for directors, supervisors, and managers of the Company, hereby formulate the Organizational Charter of the Remuneration Committee per the \u00abRegulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange\u00bb for compliance.<\/p>\n

Committee members:<\/p>\n

Chung-Ming Tseng, Independent Director (convener) (male)
Sung-Yuan Liao, Independent Director (male)
Shih-Ming Li, Independent Director (male)

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Information on policies, systems, standards, and structures for evaluating the performance and compensation of directors and managers: (Please refer to the Company’s annual reports for the Committee meetings and each member’s attendance rate.)<\/p>\n

The scope of the Company’s annual discussion for 2023 includes the allocation of directors’ and managers’ remuneration, managers’ salaries, and year-end bonuses. The Company’s Human Resources Department supervisor presented all motions and discussed the related performance evaluation, policies, systems, standards and structures, and others with all the members of the Board of Directors. Throughout the year 2023, all discussion topics were conducted with strict adherence to conflict-of-interest avoidance measures. After the chairman consulted with all members present, all motions were approved as presented. All motions were submitted to the Board of Directors for approval.<\/p>\n

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Organizational Charter of the Remuneration Committee<\/a><\/span><\/p>\n

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Risk Management Committee<\/strong><\/p>\n

To establish a risk management mechanism and strengthen corporate governance, the Board of Directors passed a resolution to establish the \u00abRisk Management Committee\u00bb on May 3, 2022.<\/p>\n

On December 30, 2021, the Board of Directors resolved to establish the \u00abRisk Management Measures.\u00bb<\/p>\n

On August 3, 2022, the Board of Directors resolved to establish the \u00abOrganizational Charter of the Risk Management Committee.\u00bb<\/p>\n

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Scope of Risk Management, Organizational Structure, and Operational Status<\/strong><\/p>\n

The members of this Committee shall be appointed by resolution of the Board of Directors and shall consist of not less than three members, more than half of whom shall be independent directors, and more than one member shall have the required professional competence of this Committee and receive regular education on risk management. Risk management education is conducted annually and consists of a 3-6 hour training program. The term of office of the members of this Committee is the same as the term of the appointed Board of Directors. The members of this Committee shall faithfully perform the following duties with good stewardship, be accountable to the Board of Directors, and submit their recommendations to the Board of Directors for discussion:<\/p>\n

1. Review risk management policies.
2. Review the appropriateness of the risk management framework.
3. Review the significant risk management strategy, including risk appetite or tolerance.
4. Review the management reports of significant risk issues and supervise the improvement mechanism.
5. Regularly report to the Board of Directors on implementing risk management.<\/p>\n


Committee members:<\/p>\n

Sung-Yuan Liao, Independent Director (convener)
Shu-Min He, Independent Director
Shih-Ming Li, Independent Director
Chen-Yi Kao, Independent Director
Yung-Hsiang Lin, Director<\/p>\n

Please refer to the Company’s annual reports for the Committee meetings and each member’s attendance rate.<\/p>\n

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Organizational Charter of the Risk Management Committee<\/a><\/span><\/p>\n

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Board Performance (including functional committees)<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Performance Evaluation Method<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The Company has established the \u00abBoard of Directors Performance Evaluation Procedures\u00bb per Article 3 of these Procedures. The Board of Directors of the Company shall perform an internal board performance evaluation at least once a year, and the internal evaluation period of the Board of Directors shall be conducted at the end of each year per the evaluation procedures and evaluation indicators in Article 6 and Article 8 for the current year’s performance evaluation. The Company conducted the performance evaluation for the year at the end of 2022 and submitted the directors’ self-evaluation for 2022 (including the performance evaluation of the Board of Directors and the functional committees) on March 22, 2023, to the Board of Directors for approval.<\/p>\n

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Evaluation results of the functional committees were outstanding<\/span><\/strong><\/p>\n

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1. Composition of the Board of Directors
2. Guidance from the Board of Directors
3. Authorization of the Board of Directors
4. Supervision of the Board of Directors
5. Communication of the Board of Directors
6. Internal control and risk management
7. Self-discipline of the Board of Directors
8. Others (Board of Directors meetings, support systems, etc.)<\/p>\n


The effective operation of the Board of Directors and the actual functioning of its guidance and supervision of the management department depend on the effective composition and division of labor of the Board of Directors, the leadership of the Chairman, the commitment of the members, and continuous learning. In accordance with Article 3 of the Reference Example of the Board of \u00abBoard of Directors Performance Evaluation Procedures,\u00bb the Company states, \u00abthe performance evaluation of the Board of Directors shall be carried out at least once every three years by an external professional and independent organization or a team of external experts and scholars.\u00bb In addition, MBI conducts internal performance evaluations at least once a year.<\/p>\n

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Regarding the evaluation conducted by external professional independent organizations or a team of external experts and scholars.<\/strong><\/span><\/p>\n

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With the vision of \u00abimproving the internal and external mechanisms of Taiwan’s corporate governance (including legal regulations, professional standards, capital and market mechanisms, and strengthening the functions of directors and supervisors, etc.)\u00bb and \u00abinternational convergence,\u00bb Taiwan Corporate Governance Association provides counseling, training, evaluation, and assessment services related to corporate governance of listed companies. In response to the increasing demand of listed companies for board evaluation, the Taiwan Corporate Governance Association has launched the \u00abBoard Performance Evaluation Service.\u00bb Therefore, the Company arranged for the performance evaluation of the Board of Directors of external organizations by the Taiwan Corporate Governance Association on January 18, 2022. A comprehensive review will be conducted in December 2021, and the performance evaluation results are expected to be presented by the Board of Directors on March 21, 2022, on the following related topics. The next external agency Board of Directors performance evaluation is expected to be conducted in January 2025.<\/p>\n

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Attendance of the Remuneration Committee in 2023<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The Company held a total of 5 meetings of the Remuneration Committee in 2023:<\/p>\n

2022.03.22 Members present: Chung-Ming Tseng, Sung-Yuan Liao, Shih-Ming Li (video conference)
2023.05.03 Members present: Chung-Ming Tseng, Sung-Yuan Liao, Shih-Ming Li
2023.07.26 Members present: Chung-Ming Tseng, Sung-Yuan Liao, Shih-Ming Li (video conference)
2023.11.08 Members present: Chung-Ming Tseng, Sung-Yuan Liao, Shih-Ming Li
2023.12.18 Members present: Chung-Ming Tseng (video conference), Sung-Yuan Liao, Shih-Ming Li (video conference)<\/p>\n

The attendance rate of all members was 100%.<\/p>\n

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2023 Operation Status of the Risk Management Committee<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The Company held a total of 1 meeting of the Risk Management Committee in 2023:<\/p>\n

2023.12.18 Members present: Sung-Yuan Liao, Shih-Ming Li (video conference), Chung-Ming Tseng (video conference), Yung-Hsiang Lin, Ching-Ting Chen<\/p>\n

The attendance rate of all members was 100%.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Intellectual Property Management Plan Linked to Business Objectives and Current Year's Implementation Status<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Intellectual Property Management Plan Linked to Business Objectives<\/a><\/span><\/p>\n

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Directors and Managers Education Information<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Board of Directors' Education<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Board Member and Key Management Succession Plan<\/a><\/strong><\/span><\/p>\n

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Execution status of board members\u2019 education<\/strong><\/p>\n

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1<\/p>\n<\/td>\n

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WBSD<\/p>\n<\/td>\n

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Risks of Major Corporate Transactions\/Operation Rights Disputes and Corporate Governance<\/p>\n<\/td>\n

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2023.12.01<\/p>\n<\/td>\n

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3.0<\/p>\n<\/td>\n<\/tr>\n

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2<\/p>\n<\/td>\n

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WBSD<\/p>\n<\/td>\n

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Reflecting on Corporate Risk in Response to Technological Development and Legal Changes through AI Sustainability Issues<\/p>\n<\/td>\n

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2023.12.01<\/p>\n<\/td>\n

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3.0<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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Managers\u2019 Education Information<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Corporate Governance Specialist<\/strong><\/p>\n

Stanley Huang, legal counsel, serves as the Company’s full-time corporate governance specialist (according to the Company’s management structure, equivalent to a manager recognized by the Ministry of Finance, Securities and Futures Bureau, Taiwan, on March 27, 2003, under Letter No. 0920001301(III)). Stanley Huang possesses over ten years of experience in legal matters and the Board of Directors affairs in publicly traded companies. The performance of our operations for the year 2022 is as follows:<\/p>\n

1. Assist independent and general directors in carrying out their duties and provide the necessary information: Regularly inform board members about developments in the Company’s operational areas and recent amendments to laws and regulations related to corporate governance.<\/p>\n

2. Provide the directors with the company information required to maintain smooth communication and exchange with various sales supervisors.<\/p>\n

3. Arrange courses for independent and general directors based on the Company’s business needs and the educational background and experience of the directors.<\/p>\n

4. Assist the Board of Directors, Audit Committee, and Shareholders’ Meetings in procedural and legal compliance matters: Ensure that the convening of the Company’s Board of Directors, Audit Committee, and Shareholders’ Meetings complies with relevant laws and corporate governance regulations.<\/p>\n

5. Review the dissemination of material information on important resolutions after each meeting to ensure the legality and correctness of the content of the newsletters and information symmetry for transactions of investors.<\/p>\n

6. Formulate agendas for Board of Directors and Audit Committee meetings, notify directors at least seven days in advance, convene the meetings, provide meeting materials, and advance reminders if any agenda items require conflict of interest avoidance. Ensure that meeting records are completed within twenty days after the meeting.<\/p>\n

7. To register the date of the shareholders’ meeting in advance in accordance with the law, and to prepare the notice of meeting, meeting handbook, and meeting minutes within the statutory period, and to handle the change of registration after the amendment of the articles of association and the re-election of directors.<\/p>\n

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Education and Execution Status of Corporate Governance Specialist
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Educational Institution<\/strong><\/span><\/p>\n<\/td>\n

\n

Course Name<\/strong><\/span><\/p>\n<\/td>\n

\n

Date<\/strong><\/span><\/p>\n<\/td>\n

\n

Course Hours<\/strong><\/span><\/p>\n<\/td>\n<\/tr>\n

\n

1<\/p>\n<\/td>\n

\n

Accounting and Research Development Foundation<\/p>\n<\/td>\n

\n

ESG Summit 2023 – Sustainable Disclosure and ESG Implementation<\/p>\n<\/td>\n

\n

2023.11.16<\/p>\n<\/td>\n

\n

3.0<\/p>\n<\/td>\n<\/tr>\n

\n

2<\/p>\n<\/td>\n

\n

WBSD<\/p>\n<\/td>\n

\n

Risks of Major Corporate Transactions\/Operation Rights Disputes and Corporate Governance<\/p>\n<\/td>\n

\n

2023.12.01<\/p>\n<\/td>\n

\n

3.0<\/p>\n<\/td>\n<\/tr>\n

\n

3<\/p>\n<\/td>\n

\n

WBSD<\/p>\n<\/td>\n

\n

Reflecting on Corporate Risk in Response to Technological Development and Legal Changes through AI Sustainability Issues<\/p>\n<\/td>\n

\n

2023.12.01<\/p>\n<\/td>\n

\n

3.0<\/p>\n<\/td>\n<\/tr>\n

\n

4<\/p>\n<\/td>\n

\n

Institute of Internal Audits – Chinese Taiwan<\/p>\n<\/td>\n

\n

Enhancement of Corporate Sustainability Value and Improvement of Risk Management System<\/p>\n<\/td>\n

\n

2024.01.31<\/p>\n<\/td>\n

\n

6.0<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\u00a0<\/p>\n

Reporting system for illegal (including corruption) and unethical behavior by internal and external parties<\/p>\n

Reporting mailbox: Contact Stanley Huang Email: Stanley.Huang@tci-bio.com<\/p>\n

\u00a0<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

\n\t\t\t\t
\n\t\t\t\t\t

Important Management Measures<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

Management Measures<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t

Corporate-related Regulations and Guidelines<\/strong><\/p>\n

Articles of Incorporation<\/a><\/span>
Governance Code of Practice<\/a><\/span>
Integrity Management Code<\/a><\/span>
Rules for Handling Cases of Reporting Illegal, Unethical or Dishonest Behavior<\/a><\/span>
Integrity Procedures and Conduct Guidelines<\/a><\/span>
Board of Directors Performance Evaluation Procedures<\/a><\/span>
Procedures for Handling Internal Material Information<\/a><\/span><\/p>\n

Enterprise risk management<\/strong><\/p>\n

Audit Risk Management Report<\/a><\/span>
Organizational Charter of the Risk Management Committee<\/a><\/span>
Risk Management Measures<\/a><\/span><\/p>\n

\u00a0<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t

Integrity Management Policy
<\/strong><\/p>\n

Integrity is the highest principle of corporate governance at MBI, and the Company has zero tolerance for corruption, malfeasance, and bribery. All of MBI’s employees and directors follow the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, and other relevant regulations, and formulated the \u00abIntegrity Management Code,\u00bb the \u00abIntegrity Management Procedures and Conduct Guidelines,\u00bb the \u00abProcedures for Reporting and Handling Cases of Illegal, Unethical, or Dishonest Behavior,\u00bb and the \u00abProcedures for Handling Internal Material Information\u00bb to adhere to high professional, ethical standards.<\/p>\n

\u00a0<\/p>\n

In 2023, MBI did not receive any warnings or fines from relevant government agencies for violating corporate governance and environmental protection laws and regulations, nor did the Company’s managers violate insider trading laws or receive customer complaints for violating customer privacy.<\/p>\n

1. The Company referenced the Ethical Corporate Management Best Practice Principles for TWSE\/GTSM Listed Companies and has revised its Integrity Management Code and Integrity Management Procedures and Conduct Guidelines. These revised guidelines have been disclosed on the Company’s official website.<\/p>\n

2. On December 27, 2022, the Company’s Board of Directors adopted a revised version of the Integrity Management Code.<\/p>\n

\u00a0<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

\n\t\t\t\t
\n\t\t\t\t\t

Specific Implementations for 2023 <\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t

2023\/05\/03 (2023 1st Quarter Financial Report Board Meeting)
Propaganda course theme:
Directors and insiders are prohibited from trading stocks during closed periods (part 1)
Propagated on 2023\/04\/14
Prohibition on trading stocks during the closed period 2023\/04\/17-2023\/05\/03
Participants: All directors and insiders
Duration: 1 hour<\/p>\n

\u00a0<\/p>\n

2023\/07\/26 (2023 2nd Quarter Financial Report Board Meeting)
Propaganda course theme:
Directors and insiders are prohibited from trading stocks during closed periods (part 2)
Propagated on 2023\/07\/07
Prohibition on trading stocks during the closed period 2023\/07\/10-2023\/07\/26
Participants: All directors and insiders
Duration: 1 hour<\/p>\n

\u00a0<\/p>\n

2023\/11\/08 (2023 3rd Quarter Financial Report Board Meeting)
Propaganda course theme:
Directors and insiders are prohibited from trading stocks during closed periods (part 3)
Propagated on 2023\/10\/20
Prohibition on trading stocks during the closed period 2023\/10\/23-2023\/11\/08
Participants: All directors and insiders
Duration: 1 hour <\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t

\n\t\t\t\t\t\t
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\n\t\t\t
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\n\t\t\t\t
\n\t\t\t\t\t

Corporate Integrity Management Education and Training Description <\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t

The General Manager’s Office is the unit of the Company that promotes corporate integrity management.<\/p>\n

The implementation of corporate integrity management in 2022 has been reported to the Board of Directors in 2023 (once a year), reporting date: 2023\/03\/22.<\/p>\n

Online course arrangement:
Organized Prevention of Insider Training from July 24, 2023 to July 31, 2023
Organized Trade Secrets Training from January 6, 2023 to December 31, 2023
These training provided employees with a complete concept of legal compliance and realized the importance of corporate integrity.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

\n\t\t\t\t
\n\t\t\t\t\t

Internal Audit Management<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

Internal audit<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t

The purpose of the Company’s internal audit is to assist the Board of Directors and Manager in examining and reviewing possible deficiencies in the internal control system, measuring the effectiveness and efficiency of operations, and providing timely recommendations for improvement to ensure the continuous and effective implementation of the internal control system and to serve as a basis for reviewing and revising the internal control system.<\/p>\n

\u00a0<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

\n\t\t\t\t
\n\t\t\t\t\t

Appointment, dismissal, evaluation, and remuneration of internal audit personnel<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t

The appointment, dismissal, evaluation, and remuneration of the Company’s internal audit personnel are submitted to the Audit Committee for approval and the Board of Directors for resolution per Article 14-5 of the Securities and Exchange Act. In addition to the relevant laws and regulations, the Company’s Audit Committee and Remuneration Committee are governed by the Company’s organizational charters.<\/p>\n

\u00a0<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

\n\t\t\t\t
\n\t\t\t\t\t

2023 Report on Independent Directors' Individual Communication with CPA<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t

The Company’s independent directors and CPA conducted a total of 4 communication sessions in 2023. The report on the communication status was signed by the representative of the independent directors, Sung-Yuan Liao, the convener of the Company’s Audit Committee, and filed for record at PwC Taiwan.<\/p>\n

The dates of the 4 communication sessions in 2023 and the significant issues are as follows:<\/p>\n

March 22, 2023: Approval of the Company’s 2022 annual operating and financial reports.
May 3, 2023: The Company’s Consolidated Financial Statements for the 1st Quarter of 2023
July 26, 2023: The Company’s Consolidated Financial Statements for the 2nd Quarter of 2023
November 8, 2023: The Company’s Consolidated Financial Statements for the 3rd Quarter of 2023
The above motions were noted and approved by all independent directors without objection.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

\n\t\t\t\t
\n\t\t\t\t\t

2023 Report on Independent Directors' Individual Communication with the Internal Audit Supervisor<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t

The Company’s Audit Supervisor met with the independent directors at the Linkou headquarters on December 18, 2023, at 2:00 PM. During the meeting, the audit department presented reports on three specific issues to the directors.<\/p>\n

1. Risk-oriented audit plan for 2024.
2. Audit department’s work items for 2024.
3. Progress of the SAP system implementation.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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\n\t\t\t\t\t

Awards<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t

2023 ACES Awards
2023 National Brand Yushan Awards\u2500Outstanding business leaders
2023 National Brand Yushan Awards\u2500 Best Popular Brand
2023 National Brand Yushan Awards\u2500 Best Product
2023 Taiwan BIO Awards
2023 Happiness Enterprise Silver Award
2023 BioTech Breakthrough Awards \u2500 Nutraceutical Product of the Year
2022 National Yushan Award for Outstanding Enterprise
2022 SNQ Symbol of national Quality for the product<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\"\"\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"

Governance Composition of the Board of Directors Diversity, Expertise, and Independence of the 2023 Members of the Board of Directors To strengthen corporate governance and promote a sound composition and structure of the board, the Company follows the \u00abCorporate Governance Code of Practice\u00bb and implements a \u00abPolicy on Board Member Diversity.\u00bb The current Board of […]<\/p>\n","protected":false},"author":4,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"footnotes":""},"class_list":["post-11184","page","type-page","status-publish","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/mbi-bio.com\/es\/wp-json\/wp\/v2\/pages\/11184","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/mbi-bio.com\/es\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/mbi-bio.com\/es\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/mbi-bio.com\/es\/wp-json\/wp\/v2\/users\/4"}],"replies":[{"embeddable":true,"href":"https:\/\/mbi-bio.com\/es\/wp-json\/wp\/v2\/comments?post=11184"}],"version-history":[{"count":0,"href":"https:\/\/mbi-bio.com\/es\/wp-json\/wp\/v2\/pages\/11184\/revisions"}],"wp:attachment":[{"href":"https:\/\/mbi-bio.com\/es\/wp-json\/wp\/v2\/media?parent=11184"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}