Board of Directors and Board Committee Members
|Independent Director||LIN, JUNG-YUEH|
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|
Important Resolutions of Board of Directors (PDF)
Communications between independent directors, supervisiors, chief internal audit executives, and accountants
- 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.
- 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)
2017 Auditor Independence Declaration (PDF)
Auditor Independence Standards (PDF)
Summary of previous communications among independent directors, supervisors, and accountants
Summary of previous communication among independent directors, supervisors and chief internal audit executives
List of Remuneration Committees
- 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.
- 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.
- The committee shall act as benevolent managers and faithfully fulfill its duties while providing recommendations for the board of directors.
List of Remuneration Committees
Remuneration Committees Charter (PDF)
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|
|Type 2: Risk audit|
|Type 3: Consultation services|
III. Implementation of internal audit:
|Type 1: Compliance audit|
|Prior to audit||
|During the audit||
|Evaluation Items||Implementation Status||Discrepancies between the goals set by TWSE/TPEx listed companies in ethical corporate management and the causes for the discrepancies|
|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.||Implementing the regulations accordingly|
|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.||Implementing the regulations accordingly|
|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.||Implementing the regulations accordingly|
|C. Operation of the Integrity Channel|
|1. Does the company evaluate its business partners’ ethical records and include their ethics-related clauses in all business contracts?||V||1. CyberPower has established evaluation mechanism for clients and vendors. The contracts include the details pertaining the rights and obligations of both parties.||Implementing the regulations accordingly|
|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. The board of directors shall decentralize responsibility based on authorization regulations and report audit results examined by audit unit periodically to the board.||Implementing the regulations accordingly|
|3. Does the company establish and implement policies to prevent conflicts of interest and provide appropriate communication channels?||V||3. The directors, supervisors, and managers shall endeavor to prevent conflict of interest, and the annual report shall state the operational status of interest conflict prevention.||Implementing the regulations accordingly|
|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 has appointed two independent directors to enforce corporate governance, and the remuneration committee is established on Dec. 29, 2011 to supervise the operational philosophy of ethical corporate management. To assure optimal implementation, the CyberPower has established effective internal control systems, regulations, and accounting systems, audited by the audit unit periodically.||Implementing the regulations accordingly|
|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.||Implementing the regulations accordingly|
|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 a solid whistle-blowing system, an independent mailbox or helpline for whistleblower to either internally or publicly announce the issue. CyberPower has also commissioned with the independent external institution, to allow company insiders and outsiders to submit reports. Dedicated personnel or unit is appointed to handle the whistleblowing system. Any report of misconduct involving a director or senior manager shall be reported to the independent directors. Categories of reported misconduct shall be delineated, and standard procedures for investigation shall be established.||Implementing the regulations accordingly|
|2. Does the company establish standard operating procedures for confidential reports to investigate accusations?||V||2. CyberPower has delineated categories of misconduct and established standard operating procedures for investigation, including documentation of case acceptance, investigation processes, investigation results, and preservation of relevant documents. CyberPower also ensured confidentiality for whistleblowers' identity and the content of reported cases.||Implementing the regulations accordingly|
|3. Does the company provide proper protection for whistleblowers?||V||3. CyberPower has adopted measures to protect whistleblowers from inappropriate disciplinary actions.||Implementing the regulations accordingly|
|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.||Implementing the regulations accordingly|
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.
- More than 100 distributors and retail locations worldwide
- Won Data Center 100 and Top 20 Infrastructure Provider by CRN three times in a row since 2013
- Received the world's first Energy Star certificate from CSA group and was awarded Energy-efficient IT Systems by Green IT Best Practice Award 2012
- Launched Datacenter UPS systems product line, and developed software compatibility with critical virtualization technology partners, including VMware, Hyper-V, Red Hat, and Citrix
- Established office in Japan and started sales through channels in Australia to expand its business presences in Asia-Pacific region
- CyberPower started Initial Public Offering (IPO) in Taiwan stock market
- Launched the first high-frequency energy-saving UPS with ultra-efficient technology
- Recognized as ''Best New Vendor of the Year'' by Ingram Micro, the world's largest distributor of computer and technology products
- Developed and launched DC UPS for Telecom industry
- Commenced partnership with the world's largest IT distributor and global network technology provider, Tech Data and Tellabs
- Certified by UL LCC to provide advanced testing environment
- Performed safety tests, EMI certification and pre-testing to accelerate the development process and enhance engineering excellence
- Introduced UPS Power98, the first UPS designed to be compatible with Windows 98
- Entered the world's largest and multi-national retail stores: Walmart, BestBuy and Fry's
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