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Board of Directors and Board Committee Members

Title Name
Chairman GUO, CHIN
Director HO, LIEN-HSUN
Director LEE,CHIEN-CHIN
Director LU, LEE-DA
Director SU,SUN-SHEN
Independent Director CHANG,SHYI-HUANG
Independent Director LIN, JUNG-YUEH
Supervisor CHEN, SHU-HAN
Supervisor CHEN,DENG-HUANG
Supervisor LIN,SEN-JUNG

The CyberPower board of directors consists of seven directors, including two independent directors and one female director. The term of office for the eighth term board of directors is from 2017/06/20 to 2020/06/19.
CyberPower Inc. purchases liability insurance every year for directors and supervisors with an insured coverage of USD $10 million.

Board Directors Diversity

Name Gender Items of Diversity
Ability to Make Judgments About Operations Accounting and Financial Analysis Business Management Risk Management Knowledge of the Industry An International Market Perspective Leadership Decision-making Ability
GUO, CHIN Female
HO, LIEN-HSUN Male
LEE,CHIEN-CHIN Male
LU, LEE-DA Male
SU,SUN-SHEN Male
CHANG,SHYI-HUANG Male
LIN, JUNG-YUEH Male
CHEN, SHU-HAN Male
CHEN,DENG-HUANG Male
LIN,SEN-JUNG Male
Important Resolutions of Board of Directors (PDF)
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Communications between independent directors, supervisiors, chief internal audit executives, and accountants

  1. Independent directors, supervisors, and accounts shall hold a meeting at least once a year. Accountants shall report the financial statements of company, operational statuses of subsidiaries, internal auditing and important findings to independent directors and supervisors. Meetings can be held any time in case of significant and unusual matters.
  2. Chief internal audit executives, independent directors, and supervisors shall execute a quarterly report regarding the auditing and internal control status, and consult face to face with relevant personnel. Independent directors and supervisors are able to timely acknowledge internal auditing status; if any significant and unusual matters occur, meetings can be held any time, and discussion can be held with chief audit executives by telephone whenever necessary.

Performance Evaluation of the Board of Directors

CyberPower has stipulated "The Board Performance Evaluation", and the regulations were passed by the board of directors in May 2017 to enhance the operational efficiency of the board of directors. Board of directors shall hold internal performance evaluation at least once a year, and the evaluation results shall be completed before the upcoming board of directors meeting within the next fiscal year.

Regulations of The Board Performance Evaluation (PDF)
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Results of The Board Performance Evaluation (PDF)
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2017 Auditor Independence Declaration (PDF)
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Auditor Independence Standards (PDF)
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List of Remuneration Committees

  1. Members are appointed by the board of directors, including this company’s independent directors and other party's boards of directors. The committee shall have no less than three members, and an independent director shall be elected to convene meetings and act as the meeting's chairman.
  2. The duties of the Remuneration Committee include setting and regularly reviewing the yearly long-term performance objectives, remuneration policies, systems, standards, and structure set by company directors, supervisors, and managers, and periodically assessing the performance goals that the directors, supervisors, and managers of this corporate have been achieved, and setting the types and amounts of their individual compensations.
  3. The committee shall act as benevolent managers and faithfully fulfill its duties while providing recommendations for the board of directors.

List of Remuneration Committees

Title Name
Convenor CHANG,SHYI-HUANG
Member LIN, JUNG-YUEH
Member LIN, SHENG-JIE
Remuneration Committees Charter (PDF)
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Corporate Policies and Guidelines

Internal audit organization and practices

The purpose of an internal audit

To examine and assess the adequateness and efficiency of the company’s internal controls system through an independent and objective verification/inquiry process to increase the added value of CyberPower and improve its operation. Internal audits shall facilitate company supervision and assist the board of directors and the management to accomplish the set objectives.

Internal Audit Organization

CyberPower internal audit organization exists as an independent division. It consists of 2 personnel and the audit division answers directly to the board of directors. The appointment and removal of the chief audit executive may only be carried out with a majority vote from the board of directors. The organizational chart of the audit division is shown as follows:

Internal Audit Operation

I. Establishment of “International Audit Regulation”: auditors, auditing targets, auditing plans, audit implementations, limits of authorities, duties, obligations and methods of communication (with the board’s supervisor and the units being audited) shall be bound by the internal audit regulation.

  • Auditors: ensure the effective implementation of internal control and improve upon the existing internal controls system. With regards to risk prevention, auditors are responsible for detecting potential problems in advance and for offering suggestions for improvement.
  • Auditing targets: all divisions and subsidiaries of the company that are majority owned by CyberPower's investment businesses.
  • Auditing plans: establish middle- to long-term plans, annual plans and monthly plans for auditing operations.
  • Implementation, limits of authorities, duties and obligations of internal audits: auditors have the authority to request relevant information and reports from the units being audited, and they are obligated to keep the process confidential. Auditors are to perform internal audits within the scope of their duties.
  • Methods of communication: auditors are to communicate with members of the supervisory committee/accountants regarding work plans and audit contents on a regular basis. In addition, auditors shall ensure effective communication with the units being audited to facilitate the auditing process.

II. Types of internal audit operations: Compliance audit, Risk audit and Consultation services

Type 1: Compliance audit
Objectives
  • To ensure compliance by examining available records and work procedures.
  • To determine the discrepancies between the actual results of various implementations and their respective standards.
  • To indicate instances of non-compliance.
  • To offer suggestions for improvement regarding specific procedures in order to meet company standard.
Purpose
  • To ensure the appropriate security measures to protect assets and avoid financial crisis.
  • To ensure each system is effectively followed.
  • To ensure the efficient use of resources.
  • To ensure the business operation in accordance with the schedule and achieve the expected target.
  • To control continued and effective operation system.
Methods
  • To executive by the SFC annual plan.
  • To process the internal audit work according to the nine cycles operational internal control. It is part of the routine internal audit.
  • To ensure the improvement action is under process.
Type 2: Risk audit
Objectives
  • To obtain accurate intelligence on the complicated market situation and its dynamic developments.
  • To determine risk indicators to quantify risk items and units for the analysis of the costs for risk management and control.
  • To effectively plan and implement corporate risk management through systematic thinking to derive a systematic categorization and analysis of corporate operational risks and design a working model of risk management strategies to facilitate risk prevention in advance.
Purpose
  • To assist in the effective identification of risks and counter strategies in the process of risk management.
  • To analyze risks and control costs in order to determine the auditing process, items and resource distribution.
  • To systematically analyze and categorize risk characteristics and offer solutions for their management and handling.
Methods
  • Implement internal audits for the items/units that are most likely to occur and would have the greatest impact on the company in accomplishing its goals if they were to occur.
  • Auditors are to determine the sequence and procedures for internal audits according to the results of risk quantification and the costs of risk management. This falls under irregular internal audits.
Type 3: Consultation services
Objectives
  • To assess future situations and market environments to seek out opportunities for optimal performance.
  • To locate potential problems and offer advice prior to the establishment of visions, strategies and missions. 
  • To control and conduct audits regarding items that may result in serious damage well in advance.
  • To directly participate in the implementation and promotion of the company’s key strategies and projects.
Purpose
  • To solve potential corporate crises. 
  • To design an effective internal control system that meets situational and environmental challenges in the future.
  • To enhance corporate strategies, plan execution efficiency and operational performances.
  • To assist management to achieve operational goals and protect the rights of investors.
Methods
  • Offer consultation services for items which CyberPower's highest level of management is primarily concerned. Auditors are to ensure bi-directional communication with the unit/personnel being audited and actively try to understand their needs to serve them better. Auditors should also provide services such as consultation, training, process design and marketing promotion according to the organization’s demands to enhance the added value of the auditing process.
  • Auditors shall actively participate and contribute in the promotion and implementation of corporate visions/strategies and offer advice to prevent potential risks and hazards from occurring. This falls under internal project consultation services.
  • Assist subsidiaries in the establishment of internal control and internal audit systems and improve their efficiency by introducing better methods and processes.
  • The pre-audit prevention focuses on organization, construction bidding, reward policy.

III. Implementation of internal audit:

Type 1: Compliance audit
Prior to audit
  • Be professionally skeptical (to assist in risk detection).
  • Have a thorough understanding of the guidelines of internal audit implementation.
  • Observe ethical internal auditing practices.
  • Have a good understanding of corporate cultural behaviors and roles (to facilitate communication).
During the audit
  • Be aware of internal control concepts and procedures.
  • Be aware of the key elements of a healthy internal control environment.
  • Be aware of the importance and severity of internal control oversights.
  • Be aware of the means of effective control methods in a computer environment.
Post audit
  • Be able to utilize various auditing evidences to create work drafts.
  • Be able to apply analytical review techniques.
  • Be able to conform to relevant laws and stipulations.
  • Be able to analyze, assess and summarize overall audit findings.
  • Be able to complete reports in a concise and efficient manner.

Ethics Implementation

Evaluation Items Implementation Status Discrepancies between the goals set by TWSE/TPEx listed companies in ethical corporate management and the causes for the discrepancies
Yes No Abstract
Evaluation Items Abstract
A. Establishment of Ethical Corporate Management Policies and Programs
1. Does the company declare its ethical corporate management policies, procedures and commitment from its board in its guidelines and external documents in order to actively implement the policies? V 1. CyberPower Code of Conduct specifies that in the event CyberPower employees are involved in malpractice, embezzlement, bribery, and commission with concrete evidence and serious consequences, the Company may terminate employment for cause without advance notice. In addition, to implement our ethical corporation management policies, aside from following laws and regulations, the Company, clients, and suppliers shall engage in commercial activities based on the principle of ethical management and adhere to the business philosophy of integrity. In terms of preventing conflicts of interest, the Company abides by the law, and the directors and managers shall not participate in voting if the proposal may conflict with their interest. No discrepancy
2. Does the company establish policies to prevent unethical conducts with clear statements regarding relevant procedures, guidelines of conduct, punishment for violation, rules of appeal, and the commitment to implement the policies? V 2. CyberPower has established ethical corporate management policies, and communicate the importance of corporate ethics to all employees at all times. In the event an employee is involved in the unethical conduct, depending on the circumstances and impact, the employee shall be subject to warning or penalties based on Rewards and Punishment Policy. No discrepancy
3. Does the company establish appropriate precautions against highly unethical conducts or listed activities stated in Article 2, Paragraph 7 of the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx companies? V 3. CyberPower has formulated "Code of Ethical and Business Conduct for Board of Directors, Supervisors, and Managers", in which specifies that below circumstances are not allowed: To obtain unjust enrichment and detriment to the interest of the company by using company assets, company information, or their role in the Company, and must not gain benefits inappropriately by manipulating, concealing or abusing information obtained as part of their role in the Company; or by misrepresenting important facts or employing other unfair trading practices. No discrepancy
B. Fulfillment of Ethical Corporate Management
1. Does the company evaluate its business partners’ ethical records and include their ethics-related clauses in all business contracts? V 1. Before CyberPower conducts a business operating activity, CyberPower will examine the object company with following items in order to ensure the whole business process is not involved in any unethical behavior.
1) The company's operating location and organizational structure
2) The risk of corruption in the company's operating country
3) The bribery risk in the related industries
4) The company's long-term operating condition, goodwill, and reputation
5) The company’s records of unethical behavior such as bribery or illegal political contribution
No discrepancy
2. Does the company establish an exclusively (or concurrently) dedicated unit supervised by the board in charge of corporate integrity, and does the unit regularly report the implementation status to the board? V 2. CyberPower designates the Financial Department as the responsible unit for ethical policy management and conduct. Any unethical discover or report received about CyberPower's employees are involved in unethical behavior, CyberPower will start the investigation for relevant facts immediately. If the unethical violation is confirmed to be true, the violator shall stop relevant actions by CyberPower's requirement. In order to preserve CyberPower's reputation and rights, CyberPower will apply for compensation through legal procedure if necessary. With respect to confirmed unethical behavior, the relevant units shall review the internal control systems and conduct procedure, provide correction approach in order to prevent the recurrence.
The responsible unit shall submit a report on the unethical case, actions taken, subsequent reviews and correction approach to the board of directors.
No discrepancy
3. Does the company establish and implement policies to prevent conflicts of interest and provide appropriate communication channels? V 3. Directors, supervisors, and managers shall avoid conflicts of interest and record relevant details into company’s annual reports. CyberPower’s employees shall avoid contacts with people who are involved in the case when performing duties. Violators will be reviewed according to CyberPower policies. No discrepancy
4. Has the company established effective systems for both accounting and internal control to facilitate ethical corporate management, and are they audited by either internal auditors or CPAs on a regular basis? V 4. CyberPower focus on the correctness and completeness of the financial reporting process and has established effective accounting system and internal control system for operating activities with high-risk of unethical behaviors. The annual internal audit will be applied and conducted according to the risk evaluation result. The audit report will be provided to the board of directors. No discrepancy
5. Does the company regularly hold internal and external educational training on operational integrity? V 5. The chairperson, general manager, or senior executives shall communicate the importance of corporate ethics to its directors, employees, and mandatories on a regular basis. CyberPower shall regularly organize training and awareness programs for directors, supervisors, managers, employees, mandatories, and substantial controllers. CyberPower shall also invite its commercial transaction counterparties so they understand CyberPower's resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct. No discrepancy
C. Operation of the Integrity Channel
1. Does the company establish both a reward/punishment system and an integrity helpline? Will a responsible personnel be assigned to the accused for follow-up? V 1. CyberPower has established and announced the Whistle-blowing System and reporting lines with an independent mailbox and an hot-line for internal and external requests. CyberPower designates the audit unit as the responsible unit for whistle-blowing subjects. If a director or a senior executive is involved in a whistle-blowing report, an information shall be reported to the independent director or supervisor, and the scope and conduct procedure of the case shall be set. No discrepancy
2. Does the company establish standard operating procedures for confidential reports to investigate accusations? V 2. To reinforce the rights of the whistleblower from retaliation caused by whistle-blowing, CyberPower undertakes to protect the whistleblower and the one who is related to the investigation. The whistle-blower could seek for help from the responsible unit or Chairman Office if he/she has suffered retaliation. No discrepancy
3. Does the company provide proper protection for whistleblowers? V 3. CyberPower ensures the whistle-blower's position and salary will not be demoted or expelled due to whistle-blowing. For the loss of whistle-blower caused by retaliation, CyberPower provides compensation and takes disciplinary action against the retaliation actor according to Employee Reward and Punishment Regulations. No discrepancy
D. Strengthening Information Disclosure
1. Does the company disclose its ethical corporate management policies and the results of its implementation on the company’s website and MOPS? V 1. CyberPower discloses the measures taken for implementing ethical corporate management, the status of implementation, the foregoing quantitative data, the effectiveness of promotion on company websites, annual reports, prospectuses. CyberPower also discloses the ethical corporate management practice principles on the Market Observation Post System. No discrepancy

Reporting system for internal and external personnel for illegal (including corruption) and immoral behavior

CyberPower does not allow any fraud and corruption behavior. Shall anyone notice any behavior against laws or ethical conducts, please provide sufficient information to any of below channels. CyberPower will investigate and set up auditing office depends on the cases. The investigation process and information related to a whistleblower are confidential, and the process status will report to the chairman.

  • Department supervisor。
  • Chief internal audit executives, chief human resource officer, or general counsel
  • Corporate internal reporting system
  • Email for investor relations

Internal opinions from employees can be appealed via either auditing office or employee appeal mailbox and hotline for sexual harassment in charged by Human Resource Department. External channels include email box for investor relations on the official website. Every reported case will be investigated as soon as possible and report the process status to the chairperson.

Employee appeals and report information will be investigated by appealing internal procedures and will set up auditing office. The investigation and whistleblowers' personal and reporting information remain confidential to protect whistleblowers unless the laws require providing the personal and reporting information. CyberPower will take appropriate measures by the laws to ensure the whistleblowers and information are protected.

Shall there reveal with reasonable proof any illegal (including corruption) and immoral behavior, CyberPower consider it a serious breach of company policy and regulations, and will handle the case in accordance with company regulations and local laws.

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