Home > About Baolong > Corporate Governance
	Board of Directors
	Directors
	Title Name Experience（Education） Chairman Lee ,Fu-Yuan Chairman of Yuema Engineering Co.,Ltd Department of Radio and Television, Shih Hsin University Director Yao, Chang-Kun Deputy General Manager of Longchen Paper&Packaging Co.,Ltd Master of Business Administration from University of Southern California, USA Director Lin, Hsin-Hung Director of Lianhua Investment Holding Co., Ltd. Bachelor of Commerce, National Taiwan University Independent Director Chin, Chih-Yuan International Tax Manager at Ernst & Young Taiwan Tax Senior at Deloitte Tax LLP in San Jose, California, USA. Master's degree in Accounting from National Chengchi University Independent Director Wu, Ya-Hui Accountant at Zhu Jin Accounting Firm Bachelor's degree in Accounting, National Chengchi University Independent Director Chiu, Hsien-Chin Director of Management at Aplus Biotechnology Co.,Ltd. Master's degree in Accounting from Taipei University
	Resolutions Submitted by the Board
	Attendance of Board Meetings and Advanced Studies
	Communication between Independent Directors, Internal Audit Supervisors and Accountants
	Board Membership Expertise, Independence and Diversification.
	Members of Audit Committee
	Audit Committee is composed of all independent directors and holds meetings once every season. Its main responsibilities are: 1. Establish or revise internal control system in accordance with Article 14-1 of Securities and Exchange Act. 2. Evaluate the effectiveness of internal control system. 3. Establish or revise the handling procedures for material financial business actions, such as acquisition or disposal of assets, derivative trading, loans of funds to others, endorsement/guarantees for others in accordance with Article 36-1 of Securities and Exchange Act. 4. Matters involving conflict of interest of directors. 5. Major assets or derivative trading. 6. Making loans/endorsement of major funds or provide guarantees. 7. Raise, issuance or private placement of securities with equity. 8. Appointment (dismissal) or remuneration of certified accountants. 9. Appointment/dismissal of financial, accounting and internal audit manager. 10. Q1, Q2 and Q3 Financial Statement and Annual Financial Report. 11. Other major matters of the Company and those regulated by competent authorities.
	Audit Committee
	Title Name Professional Qualifications Experience Convener Chin, Chih-Yuan Master's degree in Accounting from National Chengchi University Republic of China (Taiwan) Certified Public Accountant Certified Public Accountant (CPA) in California, USA International Tax Manager at Ernst & Young Taiwan Tax Senior at Deloitte Tax LLP in San Jose, California, USA. Member Wu, Ya-Hui Bachelor's degree in Accounting, National Chengchi University Republic of China (Taiwan) Certified Public Accountant Accountant at Zhu Jin Accounting Firm Independent Director, Audit Committee Member, and Compensation Committee Member at Tatung Fine Chemicals Co. Supervisor at Userjoy Technology Co., Ltd. Member Chiu, Hsien-Chin Master's degree in Accounting from Taipei University Republic of China (Taiwan) Certified Public Accountant Certified Internal Auditor in Taiwan Director of Management at Aplus Biotechnology Co.,Ltd. Chief Financial Officer at Universal Vision Biotechnology Co.,Ltd.
	1.The Company established audit committee on Jun 6, 2022. Total 3 committee members. 2.The term of the audit committee：Jun 6, 2022 to June 5, 2025.From Jun 6, 2022 to Aug 31, 2023, the Audit Committee has held five meetings. The attendance and focus of work of the Committee Member is as follows:
	Title Name Attendance in Person Attendance by Proxy Attendance Percentage of the Attendance in Person % Remark Convener Chin, Chih-Yuan 5 0 5 100   Member Wu, Ya-Hui 5 0 5 100   Member Chiu, Hsien-Chin 5 0 5 100
	Remuneration Committee
	The Company established remuneration committee on Dec. 23, 2011. Its major responsibilities are: 1.Establish and regularly review the performance evaluation of directors and managers and the policy, system, standard and structure of remuneration. 2.Regularly evaluate performance goal achievement on directors and managers and suggest the content and amount of their individual remuneration.
	Members of Remuneration Committee
	Title Name Convener Chin, Chih-Yuan Member Wu, Ya-Hui Member Chiu, Hsien-Chin
	The meeting date, proposal content and resolution results of the 2023 Remuneration Committee are as follows
	Remuneration Committee Meeting Date、Period Proposal content Resolution result 2023/3/7 The 3th Session of the 5rd 1.Approved of the proposal of days bonus and performance bonus distribution of role bonus to executives above the manager level P&L for 2022. 2.The proposal for employee bonus distribution of 2022 was approved. All Committee member agreed to approve. 2023/8/10 The 4th Session of the 5rd 1.Approved the thedelivery the independent reward of the first half year in 2021 to the supervisors above the manager. All Committee member agreed to approve.
	Internal Audit
	The board of the Company shall regulate the Company’s audit system and procedures and review the Company’s internal audit system and audit reports in accordance with “Regulations Governing Establishment of Internal Control Systems by Public Companies”
	Audit Department and Internal Auditors Baolong Internal Audit is a unit that reports directly to the Board of Directors, which comprised of a chief audit officer and audit personnel matched the qualification criteria of FSC. The names, ages, educational background, experience, seniority, and training of the internal auditors shall be reported to the FSC based on its regulated format for recording by the end of January each year. Appointment and Dismissal of Auditors 1.The appointment and dismissal of the chief audit officer is approved by the Audit Committee and submitted to the Board of Directors for approval. 2.The appointment, dismissal, evaluation, and salary/remuneration of auditors are handled in accordance with the “Principles for the Recruitment, Appointment, Determination of Salary of Newcomers, “Regulations Governing Employees Salary”, “Regulations Governing Performance Evaluation” and “Principles for Employees’ Resignation Procedures” and the evaluation performance will be conducted twice a year. The aforementioned appointments, dismissals, evaluations and salary/remuneration will be submitted to the Chairman of the Board of Directors for approval in accordance with the Approval Procedures. The aforementioned regulations have been disclosed in the Company’s Internal Regulations Zone. Objectives of Audit The aims of our internal audit program are to conduct audits effectively, to evaluate problems in the internal control system and assess the efficiency of operations to ensure that such a system can be carried out effectively on a continuous basis, and to assist the board of directors and management to perform their duties effectively so as to ensure a sound corporate governance system. Therefore, our internal audit program shall take into consideration the overall operational activities of the firm and its subsidiaries in establishing an effective internal control system that will be constantly reviewed and updated so as to keep up with the changing environment inside and outside the company and to ensure that the design and enforcement of the system remain effective. Procedure of Audit Regular Declaration of Audit Evaluation of transaction risk via internal control cycle Approval of board of directors for annual audit plan Conduct regular or irregular auditing work Post-audit communication and final forum Audit reporting Follow-up and upgrading reporting Self-Assessments of internal control system Declaration of audit plans Declaration of audit team Declaration of insufficiency Statement of internal control Report of insufficiency improvement Audit Performance Report The audit report shall be delivered to audit committee by the end of next month upon the completion of audit items after reviewed by audit manager and reported to assigned board members and obtained instructions.
	Implementations of Corporate Governance
	The Company has passed that Assistant vice president, Wu, Kuo-Shan, will serve as the chief corporate governance officer by resolution during the board meeting on May 14, 2021. Assistant vice president, Wu, Kuo-Shan, had conducted tasks as chief accounting officer for over 20 years at public companies. As a chief corporate governance officer, his major responsibilities will be: 1.Handle relevant matters and prepare the minutes for board meeting and shareholders’ meeting. 2.Assist the office taking and continued advanced studies of directors. 3.Provide the information required for directors to execute business. 4.Assist the directors in law compliance. 5.Other matters established in accordance with Articles of Incorporation or contracts.
	Implementations of Corporate Governance and Advanced Studies during the Recent Years
	Implementation of Specific Precautions Against Insider Trading
	The Company provides educational and promotional programs on the relevant laws and regulations related to prevention of insider trading to current directors, managers, and employees at least once a month; for new directors and managers, educational and promotional programs are arranged within two days of taking office, and for new employees, educational and promotional programs are provided by human resources during pre-employment training. Every 25th of each month, the current directors and managers were given relevant advocacy on the confidentiality of material information, as well as the reasons for insider trading, the identification process, and transaction examples. On Feb 23 , 2022, Aug 16, 2022, Oct 10, 2022, the Company held a morning meeting to reiterate its commitment to confidentiality. The Company has also posted the relevant information on its website and internal employee system for reference by relevant personnel.
	Date Object Times Total Hours Course Content Inauguration day new insider 3 3 1.Internal Material Information Processing Procedures & Confidentiality Commitment Letter 2.Introduction to insider trading and vesting rights Every 25th of each month All insider 9 27 1. Reminder of the important content of the "Securities Investors and Futures Traders Protection Law" and its impact on its rights and obligations 2. Reiterate "insider trading" and "right to belong" 3. Matters needing attention in the declaration of shareholding changes Inauguration Day New employees 2 1 1. Publicity of confidentiality commitment 2. Procedures for Execution of Confidentiality Commitment Letter Feb 23, 2022 Aug 16, 2022 Oct 10, 2022 All employees 9 3 1. Reaffirm the confidentiality commitment to the employees 2. Procedures for Execution of Confidentiality Commitment Letter
	The specific situation of implementing honest management
	The company has formulated the code of integrity management, operation procedures and behavior guidelines for integrity management, which are submitted to the board of directors for approval in accordance with the regulations. According to the company's "operation procedures and behavior guidelines for integrity management", the human resource unit of the headquarters is the responsible unit for promoting corporate integrity management. Report to the board of directors once a year (the next report to the board of directors is expected to be in the fourth quarter of 2023), responsible for assisting the board of directors and management to formulate and supervise the implementation of integrity management policies and prevention plans to ensure the implementation of the integrity management code. In 2022, the company's implementation of the integrity management policy report is as follows: 1.A total of 20 measures related to honest management will be explained through the morning meeting on the third week of each month. Please refer to the following "2022 promotion of corporate integrity management implementation". 2.According to the company's method of handling mail addresses of concern, the Taiwan factory has not received feedback from the mail addresses of concern. 3.Education and training publicity: In 2022, a total of 33 morning meetings will be held to conduct education and training related to integrity management, each time 5 minutes, a total of 1 hour, the target is a total of 13 employees, and the total number of participants is 429 person-times. Details of "Promoting the implementation of corporate integrity management in 2022". 4.Integrity management status of suppliers signing: In 2022, a total of 1 suppliers signed the contract, and the signing rate was 100%. Promoting the implementation of corporate integrity management in 2022 Integrity Commitment Letter
	Promoting the implementation of corporate integrity management in 2022
	Integrity Commitment
	Cardinal Corporate Codes
	Articles of Incorporation(Nomination system was adopted for election of directors)
	Ethical Corporate Management Best Practice Principles
	Corporate Governance Principles
	Procedures for Ethical Management and Guidelines
	Rules and Procedures of Shareholders Meeting
	RISK MANAGEMENT PRINCIPLES
	Rules for Election of Board of Directors
	Codes of Ethical Conduct
	Rules and Procedures of Board of Directors
	Procedures for Lending Funds to Other Third Parties
	Rules for Performance Evaluation of Board of Directors
	Procedures for Endorsement and Guarantee
	Rules for Governing the Responsibilities of Independent Directors
	Procedures for Acquisition or Disposal Assets
	Audit Committee Charter
	Policies and Procedures for Financial Derivatives Transactions
	Remuneration Committee Charter
	Internal Procedures for Handling Material Inside Information
	Rules for Whistleblowing
	Human Rights Policy
	Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises
	Corporate Social Responsibility Best Practice Principles