The Company’s Board of Directors shall guide the Company’s strategy, supervise the management, be responsible to the Company and shareholders, handle the operations and arrangements of the corporate governance system, and perform duties in accordance with laws and regulations, the Company’s Articles of Association, or resolutions of the shareholders’ meeting.
Board of Directors
Member of Board of Directors
The company has five to nine directors and adopts a candidate nomination system. The term of office is three years. The shareholders will elect from the list of candidates, and they may be re-elected. The Company elected a total of 9 directors (including 4 independent directors) at the general meeting of shareholders in Augest 2023, with a term of office from Aug 30, 2023 to Aug 29, 2026.
| Title | Name | Major experience/educational background |
| Chairman | Jing Zhi Investment Co., Ltd.
Representative: Huang, Ching-Feng (Raymond Huang) |
|
Director
(Sustainable Development
Committee Convener)
|
You Chang Investment Co., Ltd.
Representative: Huang, Ching-Yun (Amy Huang) |
|
| Director | Wen hua Investment Co., Ltd.
Representative: Shen, Chien-Hua |
|
| Director | Jing Yu Investment Co., Ltd.
Representative: Huang, Chin-Chen |
|
| Director | Tsung-Lin Kuo |
|
Independent Director
(Audit Committee Convener、
Remuneration and Nominating Committee Convener、
Sustainable Development Member)
|
Da-Pai Shen |
|
Independent Director
(Audit Committee Member、
Remuneration and Nominating Committee Member)
|
Chih-Min Fang |
|
Independent Director
(Audit Committee Member、
Remuneration and Nominating Committee Member、
Sustainable Development Member)
|
Ming-Hong Hsieh |
|
Independent Director
(Audit Committee Member、
Remuneration and Nominating Committee Member)
|
Hsin Sun |
|
Diversification of the Board of Directors
The Company has established the following policies and specific management objectives for diversity of Board members:
On December 19, 2023, the Board of Directors approved the formulation of the Company’s “Corporate Governance Best Practice Principle”, which was also approved by the shareholders’ extraordinary meeting on February 21, 2024. In addition, the Board of Directors approved the establishment of the Company’s “Regulations Governing Directors’ Election” on April 10, 2023, and the proposal was also approved by the shareholders’ meeting on May 19, 2023.
The Company has established a policy of diversity in accordance with Article 20 of the “Corporate Governance Best Practice Principles” and Article 3 of the “Regulations Governing the Election of Directors”, including but not limited to the following two major standards:
- Basic requirements and values: gender, age, nationality and culture, etc.
- Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Board members should generally possess the knowledge, skills and qualities necessary to perform their duties. The overall abilities they should possess include: operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market perspectives, leadership, and decision making.
The nomination and selection of members of the Company’s Board of Directors is conducted in accordance with Article 20-2 of the Company’s “Articles of Incorporation” and adopts a candidate nomination system. In addition to complying with the Regulations Governing Directors’ Election to carry out election matters, the academic background information of each candidate is also stated for shareholders to refer to; in order to achieve the goal of diversity in Board members, the candidates nominated by the Board of Directors must comply with the provisions of the Corporate Governance Best Practice Principle.
The Company elected a total of 9 directors (including 4 independent directors) at the 2023 annual general meeting of shareholders (August 30, 2023). All members of the Board of Directors are experts from the industry and academia, with diverse and complementary industry experience and professional capabilities in finance, accounting, and law, which are in line with the management objectives of the Board of Directors’ Diversity Policy. The specific management objectives and achievements of the Company’s Board diversity policy are as follows:
| Management goals | Status of achievement |
The target ratio of female directors is 20% or more
|
Achieved |
The number of independent directors shall not be less than one-third of the total number of directors.
|
Achieved |
The term of office of an independent director shall not exceed three consecutive terms
|
Achieved |
At least one of the directors must have passed the national qualification examination and obtained
a certificate related to the Company's business.For example: information, law, accounting or finance, etc.
|
Achieved |
All members of the Company’s Board of Directors are Taiwanese nationals, with 2 members aged 41-50 (accounting for 22.22% of the total seats), 4 members aged 51-60 (accounting for 44.44% of the total seats) and 3 members aged 61-70 (accounting for 33.33% of the total seats). In order to promote gender equality in the composition of the Board of Directors, there are currently 2 female directors on the Board, accounting for 22.22% of the total seats. The Company considers wide variety of aspects, and all directors have rich operational judgment and management, crisis management, leadership decision-making ability and industry-related knowledge. Among the Board members, Director Kuo, Tsung-Lin is qualified as an accountant in the Republic of China, and Independent Director Sun, Hsin is qualified as a lawyer in the Republic of China and the State of New York, USA.
Implementation of the Board diversity policy by individual directors
