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Integrity Management

Company Overview

AcBel was incorporated in 1981. Ever since its incorporation, AcBel has persisted in rooting its establishment in Taiwan and has its global operating and R&D headquarter located in Tamsui District of New Taipei City in Taiwan. A manufacturing plant was founded to provide employment opportunities to the locals. AcBel also follows its operating and management philosopy of “Innovation, Harmony, and Excellence”, with power management technology as a core value, to continuously innovate new technology to serve customers and therefore becomes a major partner of world top companies.

AcBel developed from demastic and overseas electronic parts retail business in early days to power supply product design and production. In addition to power supply, AcBel also develops products in the area of smart grid and LED lighting. AcBel also progressively extends its product lines to green energy, power storage equipment, medicare and electic car and its by products of power related product development.

As a response to globalization and compaly development strategy, AcBel also has professional R&D teams in China, the USA and Malaysia. These teams develop advanced research and product development of high efficiency power suppy and other related products to fufill the needs from the customers. Three manufacturing bases, China (Dongguan, established in 1998), China (Xiantao, established in 2010) and the Philippines (Calamba, established in 2012), combine with the one in Tamsui Taiwan to create a multifunctional production network so as to satisfy the needs from customers all over the world.

AcBel - company profile video

Corporate Governance

Founded in 1981, AcBel has adhered to its corporate core values and theory of business over nearly four decades. To live up to one of the company's fundamental values, integrity, the company abides by the government's laws, formulating related regulations, protecting shareholders' interests, strengthening responsibility and function of the board of directors as well as the supervisors, enhancing risk prevention management, and realizing internal control and audit. AcBel also strives to respect the interests of stakeholder and increase the information transparency.
Based on the Company Act and Securities and Exchange Act and etc., AcBel formulates its corporate charter and organizational structure, where the shareholders committee represents the top decision-making body. Below are supervisors, board of directors, and functional committees responsible for implementing and overseeing the company's overall operations. Company operation is taken care by a professional management team, making sure the achievement of operation performance.

Board of Directors

The board of directors represents the highest decision-making unit and shall direct company strategies. It is responsible for the appointment and supervision of management levels, overseeing management performance and prevention of conflict of interests, and shall make sure the company to comply with laws, regulations, its articles of incorporation or the resolutions of its shareholders meetings while to maximize shareholder rights and interests.
Our current board of directors has nine members, including nine directors (three of whom are independent) and two supervisors, who are chosen through a specified candidate nomination system, with each equipped with expertise, skills and professionalism. Regular meetings are held for making suggestions on the company governance and operation, and meeting information shall be disclosed publicly according to laws.
When the discussion and voting involves directors' interests, directors may not participate in discussion or voting and shall enter recusal based on internal interest avoidance system as to make sure the smooth function and operation of the company. Information about each board member (including background, education, experiences, continuing education) and meeting details have been faithfully put in our annual report and disclosed on our official website and Market Observation Post System (MOPS) of the Taiwan Stock Exchange Corporation. Currently, the performance evaluation of the Board of Directors (BOD) has not gone as far as including pertinent macro parameters economically, environmentally and socially parameters; nevertheless, the company set eyes on adhering to social mainstream and strives to improve its commitment and practices on realizing its social responsibility. In practical terms, the company will include the BOD's promotion efforts in realizing social responsibility into its performance evaluation criteria, which would affect the personal emoluments. This being implemented, we expect to strengthen sustainable management of the company and fulfill the expectation of stakeholders.

Shareholders' Meeting

Shareholders Meeting serves as the highest decision-making unit and the legal organization for exercising shareholder rights in terms of company management and businesses related to the interests of company and shareholders. Its composition is detailed as follows, which shows that the biggest proportion is owned by individual shareholders, followed by foreign institutions and individuals. Regular shareholders meeting was held once in 2017, no interim shareholders meeting was held. More information about major resolutions, follow-up actions, and the list of major shareholders can be referred to Page 64 in AcBel 2017 Annual Report.

Compensation Committee

The Remuneration Committee, consisting of three independent directors, was established in December 28, 2011 to help improve corporate governance, assisting the Board in assessing and approving the Board of directors, setting the standards for supervisors and managers' remuneration, fostering the connection between individual and corporate performance, achieving reasonableness in payment or remuneration, and to attract and retain outstanding talents.
According to international trend and in the interest of elevating the dynamics of cooperate governance,“Performance Evaluation of the Board of Directors” has been mapped out, allowing the remuneration of Board of Directors to closely connect with the promotion of sustainable performance, as to strengthen management performance and fulfill stakeholders' expectations.
According to laws, regulations and articles of incorporation, when the company makes profits after the close of a fiscal year, allocation ratio cannot be less than 2% of employees' remuneration and higher than 2% of that of board of directors. In 2017, 4% of the remuneration was allocated to all employees totaled 15,110,392 TWD and 1.5% of the remuneration was allocated to directors and supervisors totaled 5,666,397 TWD, which were paid in the form of cash.
In 2017 the remuneration committee held four meetings, with three members present each time and suggestions in the meeting minutes all being accepted by the board of directors. For further details about remuneration members and its operation, please refer to Pages 40-41 of our 2017 Annual Report.

Internal Control and Audit System
To assure effective operation, preventing internal and external irregular conduct, avoiding illegal practice and implement ethical corporate management principles, AcBel sets up an independent internal auditing unit, namely the Audit Office, which directly reports to the Board of Directors, with the reference to international and domestic systems as well as Regulations Governing Establishment of Internal Control Systems by Public Companies. The Audit Office helps the Board of Directors and managers check and review any deficiencies related to internal control as well as measure operational performance and effectiveness. It also makes recommendations as well as implementation whenever necessary to achieve the goals of internal control system and assure the system's effectiveness, which serves as the supporting reference for internal review and modification.
Regular internal audit is conducted and its results would be presented to independent directors. Any major abnormity shall be effectively addressed through solutions proposed in meetings. Please refer to: http://www.acbel.com/investor_relations4.aspx
for the communication items among the Board of Directors, internal audit executive and accountants. Not a single illegal practice was detected during the internal audit in 2017, and the audit department should continually strive to improve the management procedure, and strengthen prevention management system to avoid unethical practice, which may cause operation and reputation impact.

Ethics and Legal Act Compliance

“Integrity” is the most important core value of the company management. AcBel will never pursue profits or goals at the cost of ethics or violating laws and regulations. We are committed to running the business in accordance with laws and regulations and making sure our business reputation remain intact. When in engaging commercial activities, the Board of Directors, managers, employees and persons having substantial control over the Company ("substantial controllers") are required to work based on integrity. AcBel has adopted management regulations to prevent conflicts of interest and any risks resulting from unethical conduct, while the Board of Directors shall exercise the due care of good administrators to urge the company to review the effectiveness of ethical management, as well as implement ethical management policies.
“AcBel Employee Code of Conduct” strengthens that employees shall comply with laws and regulations at work through self-commitment and educational trainings as well as help to lower the risks of unethical conduct by reporting to whistle-blowing system and internal audit system. If any employee is suspected of misconduct, dedicated unit would conduct investigation and arrangement based on “Reporting on Unlawful Activities Procedures” under the principle of protection and confidentiality, at the same time the company would facilitate continuous improvement and refine the precautionary measures so as to prevent similar misconduct from repeating.

AcBel builds a sound risk management architecture and law-biding system to facilitate identification and prevention as well as to deal with the risks of possible corruption, fraud and taking bribes. Any misconduct shall be avoided or reduced in accordance with the rigorous internal audit and management system, and supervision and management mechanisms, including transparent internal and external whistle-blowing system, would allow the company operation to fulfill the stakeholder expectation for ethical corporate management.
For internal employees, the code of professional ethics is formulated while carried out through educational training with the employee signing of “Code of Conduct Regulations Letter” and “Non-Disclosure Agreement”, meanwhile the regular internal audit and control can help to make sure its implementation. For external partners, we actively sign the “Social Responsibility Commitment Statement”, in which we observe social responsibility requiring ethic management and include violation articles to demonstrate our resolution on committing to ethical conduct. For suppliers, we also ask them to sign the “Letter of Undertaking of Integrity” and list explicit regulations in the order contract. With well-rounded management, we can make sure AcBel maintains good reputation and enhance greater synergy of ethical management.

Whistle-blowing / Consultation channels for violating code of ethics
● Whistle-blowing/Consultation line: 886-2-2621-7672 Ext.32606
● Whistle-blowing/Consultation email: AcBel-Vendor@acbel.com
● Official website for Whistle-blowing/Consultation: http://www.acbel.com/Contact_us.asp