To establish an effective corporate governance structure, Parade Technologies (Parade or Company) formulated its Articles of Association in accordance with the laws of Cayman with reference to the Taiwan Company Act, Securities and Exchange Act, and other relevant laws and regulations. The Board of Directors of Parade (Board or Director(s)) is composed of professionals with expertise and management experience in the industry. In addition, the Audit Committee and the Compensation Committee have been established to assist the Board in executing their supervisory duties and strengthening the independence of corporate governance structure.
For a complete description of Parade’s corporate governance disclosures, please refer to the Major Policies of this section and any other relevant policies on Company’s website and reports filed with the Taipei Exchange, such as Company annual report and sustainability report.
Board of Directors
The Board consists of seven members, including three independent Directors. In considering the interests of the Company and its various stakeholders, the Board guides the management team in strategy planning, and oversees that the Company’s operations in compliance with applicable laws and regulations and ethical standards. Among others, the following matters shall be submitted and approved by the Board:
- Corporate business plans
- Annual and semi-annual financial reports
- Adoption, amendment, and assessment of the effectiveness of, an internal control system
- Adoption or amendment of procedures for acquisition or disposal of assets, financial derivatives transactions, lending funds to other parties, or endorsement and guarantees, and approval of related transactions
- Matters which are required to be submitted for resolution by the Board of Directors pursuant to the preceding procedures for transactions of assets, financial derivatives transactions, lending funds to other parties, or endorsements or guarantees for other parties
- Matters pertaining to election or discharge of Chairman of the Board
- The issuance or private placement of any equity-type securities
- The appointment or discharge of a financial, accounting, or internal auditor officer
- A matter bearing on the personal interest of a director
- The engagement or dismissal of an attesting CPA, or the compensation given thereto
- Donations to related parties or significant donations to unrelated parties
- Any other material matters that shall be resolved by the Board Meeting or General Meeting as required by applicable laws and regulations or the Company’s Articles of Association, or that are deemed to be material by the regulatory authorities
Board Members
Our Board members and their bios
Board Diversity
Parade respects and is supportive of the Board diversity policy. In order to improve the composition of the Board and strengthen its functions, the selection of Directors is based on a comprehensive consideration of their basic background (such as age, nationality, etc.), industry experience and professional capabilities (such as accounting, finance, business management, crisis management, etc.). The specific diversity management objectives are not limited by gender, race and nationality, and the main consideration is that Directors have the professional abilities required for operation of the Company. The specific objective of Board diversity and their achievement status of the current Board is as follows:
| Goals | Status |
| The number of the Directors who concurrently serve as the officers of the Company should not exceed one-third (1/3) of the board seats | Achieved: 29% (2/7) of Directors serve as the officers of the Company |
| The Board as a whole, has adequate and diverse expertise and skill sets | Achieved: The Board members have diverse industry experience and expertise |
| The number of Independent Directors exceeds one-third (1/3) of the Board seat | Achieved: 43% (3/7) of the Board seats are held by Independent Directors |
| At least one female Director on the Board | Achieved: 1 female Director |
Audit Committee
The main purpose of the Audit Committee is assisting the Board in performing the supervision on the quality, ethics and compliance of accounting, audit, financial report process and internal control of the Company. Among others, the main responsibilities of the Audit Committee are as follows:
- Reviewing and approving the annual and quarterly financial reports
- Reviewing and approving the business report and proposal for distribution of profit
- Reviewing and approving the amendments of internal control system
- Assessing the effectiveness of internal control system
- Reviewing and approving external auditor’s independence, suitability and engagement
- Reviewing and approving the proposal of audit plan
- Reviewing and approving the issuance of equity-type securities
- Reviewing a matter bearing on the personal interest of a Director
- Reviewing the procedures and transactions of acquisition or disposal of assets, financial derivatives, lending funds to other parties, or endorsement and guarantees
- Reviewing the appointment or discharge of a financial, accounting, or internal auditor officer
Compensation Committee
The primary purpose of the Compensation Committee is assessing and reviewing the compensation and benefits policies of Company’s officers and Directors and submits recommendations to the Board. Among others, the main responsibilities of the Compensation Committee are as follows:
- Assessing and periodically reviewing the policies, systems, standards, and structures of the performance review and the compensation and benefits of the officers and Directors
- Determining the form and amount of compensation to be paid or awarded to employees of the Company
- Retaining and terminating any consultant to assist the Committee in evaluating the compensation for the CEO, executive officers, and Directors
- Reviewing and approving the annual corporate goals and objectives relevant to the compensation for CEO
- Reviewing and approving the annual corporate goals and objectives relevant to the compensation for executive officers
- Reviewing and making recommendations to the Board annually with respect to adoption and approval of, or amendments to, cash-based and equity-based incentive compensation plans
- Making regular reports to the Board every quarter
Head of Corporate Governance
On April 26, 2023, the Board of Directors approved the appointment of Mr. Yo-Ming Chang as the Company’s Head of Corporate Governance to safeguard the rights and interests of shareholders, strengthen the functions of the Board of Directors, and ensure good communication between the members of the Board of Directors and between the Directors and the management. The main responsibilities of the Head of Corporate Governance include assistance in handling of matters relating to Board of Directors meetings and General Meetings in compliance with law, assistance in preparation of minutes of Board of Directors meetings and General Meetings, assistance in onboarding and continuing education of the Directors, assistance in provision of information required for performance of duties by the Directors, and assistance to the Directors in complying with laws and regulations. The Head of Corporate Governance completed the following training courses in 2023.
Major Policies
Rules and Procedures of General Meeting