投資人專區 
Corporate governance
Members of the 19th Board of Directors
| Job Title | Nationality or place of registration | Name | Gender | Date of Election (Inauguration) | Term of Office | Date of first election | Major Experience (Education) | Current position(s) with the Company and other companies |
|---|---|---|---|---|---|---|---|---|
| Chairman | Taiwan | Tai-Ming Chen | Male | 2025. 05. 28 | 3 Years | 2019.06. 21 |
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| Deputy Chairman | Taiwan | Multifield Investment Inc. Representative: Hsi-Hu Lai | Male | 2025. 05. 28 | 3 Years | 2019.06. 21 |
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| Corporate Director | Taiwan | Huan Tai Co., Ltd. Representative: Chia-Li Huang | Female | 2025. 05. 28 | 3 Years | 2022.06. 08 |
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| Corporate Director | Taiwan | Huan Tai Co., Ltd. Representative: Pen-Chi Chen | Female | 2025. 05. 28 | 3 Years | 2019.06.21 |
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| Corporate Director | Taiwan | San Tai Investment Ltd. Representative: Shao-Chiao Chen | Female | 2025. 05. 28 | 3 Years | 2025. 05. 28 |
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| Corporate Director | Taiwan | Shi Hen Enterprise Limited Representative: Shu-Chen Tsai | Female | 2025. 05. 28 | 3 Years | 2019.06. 21 |
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| Independent Director | Taiwan | Ta-Sheng Chiu | Male | 2025. 05. 28 | 3 Years | 2022.06. 08 |
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| Independent Director | Taiwan | Shien-Hua Huang | Male | 2025. 05. 28 | 3 Years | 2025. 05. 28 |
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| Independent Director | Taiwan | Chung-Hou Tai | Male | 2025. 05. 28 | 3 Years | 2025. 05. 28 |
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Board Responsibilities
The following matters (including but not limited to) should be brought to the attention of the Company's Board of Directors for discussion:
I. the Company's business plan.
II. The annual financial report and the semi-annual financial report. Except for the semi-annual financial reports which are not subject to audit and certification by an accountant as required by law.
III. To establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act, and to evaluate the effectiveness of the internal control system.
IV. To establish or amend the procedures for handling significant financial transactions involving the acquisition or disposal of assets, the trading of derivatives, the lending of funds to others, and the endorsement or guarantee of others in accordance with Article 36-1 of the Securities and Exchange Act.
V. The raising, issuance or private placement of marketable securities of an equity nature.
VI. Where no standing directors are appointed by the board, the chairman shall be elected and may be removed by resolution of the board of directors.
VII. The appointment or removal of financial, accounting or internal audit officers.
VIII. Donations to related parties or significant donations to unrelated parties. However, donations of a public nature for emergency relief due to a major natural disaster may be submitted to the next Board of Directors for ratification.
IX. In accordance with Article 14 of the Securities and Exchange Act, other major matters that are required by law or the Articles of Incorporation to be resolved by the shareholders' meeting or submitted to the board of directors for resolution or prescribed by the competent authorities.
Establishment of Independent Directors
The Company has adopted a candidate nomination system for the election of independent directors in accordance with Article 192-1 of the Company Act.
| Job Title | Name | 2025/02/27 Nominated by the Board of Directors | 2025/05/28 Approved by the Shareholders' Meeting | Remarks |
| Independent Director | Ta-Sheng Chiu | 符合 | 符合 | |
| Independent Director | Shien-Hua Huang | 符合 | 符合 | |
| Independent Director | Chung-Hou Tai | 符合 | 符合 |
In accordance with Article 2 of the Procedures for the Election of Directors of the Company, the election of Directors of the Company shall take into account the overall composition of the Board of Directors. Board members should generally possess the knowledge, skills and qualities necessary to carry out their duties.
Board’s Diversity Policy
(1) Diversity of the Board of Directors: The diversity policies of the Company's Board of Directors include two aspects: basic conditions and values, professional knowledge and
skills. Detailed explanation is as follows:
skills. Detailed explanation is as follows:
Implementation of diversity policy:
If the board of directors has less than one-third of its seats occupied by directors of any gender, explain the reasons and the measures planned to enhance gender diversity on the board: None.
Eligible：Eligible
(2) Board independence:
The Board of Directors of the Company consists of 9 members, including 3 independent directors, accounting for 33.33% of the total. The independence of board members is disclosed on "Chapter2 I.
The Board of Directors of the Company consists of 9 members, including 3 independent directors, accounting for 33.33% of the total. The independence of board members is disclosed on "Chapter2 I.
(I) 4.Professional qualifications of Directors and the independence of independent directors. " of the 2024 annual report. There are neither circumstances specified in Paragraphs 3 and 4 of Section 26 (3) of
the Securities and Exchange Act nor any spouse or lineal relative within the second degree of kinship of any of the directors.
The operating status of the Board of Directors
The operating status of the Board of Directors :
A total of 5 meetings of the Board of Directors were held in 2024 (A). The attendance status of Directors was as follows: :
| Job Title | Name | Actual number of meetings attended B | Number of attendance by proxy | Actual attendance rate (%) [B/A] | |
|---|---|---|---|---|---|
| Chairman | Tai-Ming Chen | 4 | 1 | 80% | |
| Vice Chairman | Multifield Investment Inc. (Representative: Hsi-Hu Lai) | 5 | 0 | 100% | |
| Directors | Huan Tai Co., Ltd. (Representative: Jia-Shuai Chang) | 2 | 1 | 67% | Chia-Li Huang has been appointed as the representative for the board of directors from 2024, June, 6. |
| Directors | Huan Tai Co., Ltd. (Representative: Chia-Li Huang) | 2 | 0 | 100% | |
| Directors | Huan Tai Co., Ltd. (Representative: Pen-Chi Chen) | 5 | 0 | 100% | |
| Directors | Shi Hen Enterprise Limited (Representative: Shu-Chen Tsai) | 4 | 1 | 80% | |
| Directors | Kaimei Electronic Corporation (Representative: Shu-Hui Chen) | 5 | 0 | 100% | |
| Independent Director | Ta-Sheng Chiu | 5 | 0 | 100% | |
| Independent Director | Yueh-Hsiang Tsai | 5 | 0 | 100% | |
| Independent Director | Chin-Tsai Chen | 4 | 1 | 80% |
Other matters :
(1) Should any of the following take place in a board meeting, the date and number of the meeting, the content of proposal, Independent Director's opinions and the Company's response to such opinions should be recorded :
A. For matters listed in Article 14-3 of the Securities and Exchange Act, click here to view Year 2024.
B. Other resolutions of the Board, which the Independent Director(s) voiced objection or reservation that are documented or issued through a written statement in addition to the above: None.
(2) Directors abstaining in certain proposals for being a stakeholder, (the name of the Director(s), the content of the proposal, reasons for abstentions and the results of voting
counts should be stated) : None.
(3) Board of directors evaluation status :
(2) Directors abstaining in certain proposals for being a stakeholder, (the name of the Director(s), the content of the proposal, reasons for abstentions and the results of voting
counts should be stated) : None.
(3) Board of directors evaluation status :
| Assessment Cycle | Assessment Period | Scope of Assessment | Method of Assessment | Content of Assessment |
|---|---|---|---|---|
Assessment Frequency: Once a year | 2022/01/01~2022/12/31 | including the Board as a whole, individual members and members of functional committees | Self-assessment and evaluation commissioned to the Corporate Governance Association of the Republic of China | Approved by the Nomination Committee and the Board of Directors on March 14, 2023. |
Assessment Frequency: Once a year | 2023/01/01~2023/12/31 | including the Board as a whole, individual members and members of functional committees | Self-assessment | Approved by the Nomination Committee and the Board of Directors on February 29, 2024. |
Assessment Frequency: Once a year | 2024/01/01~2024/12/31 | including the Board as a whole, individual members and members of functional committees | Self-assessment | As described below |
Board performance evaluation for Year 2024 – results of the company's self-Assessment :
The performance measures of the Board of Directors, which should include at least the following five major aspects:
(1) Degree of involvement in the Company's operations
(2) Improvement in the Board's decision-making quality
(3) Composition and structure of the Board
(4) Election and continuing education of Directors
(5) Internal control
The performance measures of the functional committees, which should include at least the following five major aspects:
(1) Degree of involvement in the Company's operations
(2) Understanding of the functional committees's roles and responsibilities
(3) Improvement in the functional committees's decision-making quality
(4) Structure and member appointment of Functional Committees
(5) Internal control
The evaluation of the performance of the members of the Board, which should include at least the following six aspects:
(1) Understanding of the company’s goals and missions
(2) Understanding of the director's roles and responsibilities
(3) Degree of participation in the Company's operation
(4) Management of the internal relations and communication
(5) Expertise and continuing education of directors
(6) Internal control
After the members have completed the questionnaire, the Corporate Governance unit will collect the information and establish a score. The results of the assessment are sent to the Salary and Compensation Committee and the Board of Directors. The results of the Company's Board performance assessment are used as a reference for the future selection of nominated directors; and the results of individual directors' performance assessment are used as a reference for determining their individual remuneration. The Board Performance Assessment Methodology and the results of the assessment will be published on the Company's website after the Board meeting.
In accordance with the Company's “Regulations for Evaluating the Performance of the Board of Directors”, the Board of directors shall perform internal board performance evaluations in accordance with evaluation indicators and evaluation procedures every year.
The performance evaluation of the Board of directors shall be conducted by an external professional institution or a team of external experts and scholars at least once every three years.
Performance evaluation execution status:
A. Internal evaluation:
The results of the 2024 performance evaluation of the Company's Board of Directors are as follows:
The overall average score of the self-evaluation of the Board of Directors' performance was 4.86 points (out of 5 points).
The overall average score of the self-evaluation of individual Directors' performance was 4.98 points (out of 5 points).
The overall average score of the self-evaluation of the Audit Committee performance was 4.95 points (out of 5 points).
The overall average score of the self-evaluation of the Remuneration Committee performance was 5.0 points (out of 5 points).
The overall average score of the self-evaluation of the Nomination Committee performance was 4.95 points (out of 5 points).
B. External evaluation:
The company adopted the Board Performance Evaluation Method by resolution of the Board of Directors on August 11, 2020. In accordance with the regulations, an external professional institution or a team of external experts and scholars shall conduct an
evaluation at least once every three years. In 2026, an external professional organization will be engaged to conduct 2025 Board of Directors performance evaluation.
The performance evaluation of the Board of directors shall be conducted by an external professional institution or a team of external experts and scholars at least once every three years.
Performance evaluation execution status:
A. Internal evaluation:
The results of the 2024 performance evaluation of the Company's Board of Directors are as follows:
The overall average score of the self-evaluation of the Board of Directors' performance was 4.86 points (out of 5 points).
The overall average score of the self-evaluation of individual Directors' performance was 4.98 points (out of 5 points).
The overall average score of the self-evaluation of the Audit Committee performance was 4.95 points (out of 5 points).
The overall average score of the self-evaluation of the Remuneration Committee performance was 5.0 points (out of 5 points).
The overall average score of the self-evaluation of the Nomination Committee performance was 4.95 points (out of 5 points).
B. External evaluation:
The company adopted the Board Performance Evaluation Method by resolution of the Board of Directors on August 11, 2020. In accordance with the regulations, an external professional institution or a team of external experts and scholars shall conduct an
evaluation at least once every three years. In 2026, an external professional organization will be engaged to conduct 2025 Board of Directors performance evaluation.
(4) Measures taken to strengthen the functionality of the Board in the current and the latest year (e.g., establishing the Audit Committee, enhancing information transparency), and implementation status :
A. All members of the Audit Committee attended and implemented risk control : In 2024, the attendance rate of all members was 92%. The Company's financial statements, the selection (or dismission) of certified
accountants and their independence and performance, the effective implementation of the Company's internal control, and confirmation of the compliance to relevant laws and regulations were reviewed.
accountants and their independence and performance, the effective implementation of the Company's internal control, and confirmation of the compliance to relevant laws and regulations were reviewed.
B. The Remuneration Committee regularly evaluates and reviews the policies, systems, standards and structures of performance appraisal and remuneration of directors and main managers :
In 2024, the attendance rate of all members was 100%. The remuneration of directors and main managers was evaluated.
C. Improving information transparency : The Company’s website has regularly updated with bilingual (Chinese and English) information on business operations, finance, investor relations, and ESG.
D. Periodically reports to the Board of Directors regarding corporate governance : The corporate governance implementation status has been reported to the Board of Directors on October 29, 2024.
E. Efforts were made to continue promoting corporate governance and improving the ranking of corporate governance assessment : The Company attaches great importance to corporate governance and
continues to strengthen it with remarkable results. In 2024, the Company has completed the Annual Report and disclosure items at the Company’s website in accordance with corporate governance evaluation indicators.
(5)Supervision of sustainable development by the Board of Directors: :
The Board of Directors is responsible for formulating the sustainable development strategy and overseeing the implementation of sustainability-related activities by the Sustainability Committee and the Sustainability
Office, and reviewing progress and results on a quarterly basis. The specific management guidelines set for this year include reducing water, electricity and waste, and setting a 2% decrease in water savings or a 2% increase
Office, and reviewing progress and results on a quarterly basis. The specific management guidelines set for this year include reducing water, electricity and waste, and setting a 2% decrease in water savings or a 2% increase
in recycled water, a 2% electricity saving and a 5% waste reduction as sustainable environmental management indicators. The board of directors has incorporated the above environmental and energy-saving indicators
and ESG assessment results into the link between main managers’ KPI performance and remuneration. To make sure the goals are met, a performance grading system was set up: hitting all three goals gets an A+, two gets
an A, one gets a B, and if none are met, it's a C. The board of directors reviews and makes adjustments based on performance results. The most recent report date is October 29, 2024. The Board of Directors puts forward
suggestions and policies on the implementation of promoting sustainable development, and the Sustainable Development Committee develops follow-up implementation plans based on the Board of Directors' suggestions.
Continuing professional education (CPE) hours for directors
CPE hours for directors in 2024：
| Job Title | Name | Date of Study | Organizer | Course Name | Study Hours |
|---|---|---|---|---|---|
| Director | Tie-Min Chen | 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Corporate ESG Practice: Legal Responsibility Cases on "Gender Equality and Human Rights" | 3 hours |
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Legal Responsibilities and Case Analysis Related to Corporate "Control Rights Disputes" | 3 hours | ||
| Representative Corporate Director | Hsi-Hu Lai | 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Corporate ESG Practice: Legal Responsibility Cases on "Gender Equality and Human Rights" | 3 hours |
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Legal Responsibilities and Case Analysis Related to Corporate "Control Rights Disputes" | 3 hours | ||
| Representative Corporate Director | Jia-Li Huang | 2024/09/06 | Securities and Futures Institute | 2024 Insider Trading Prevention Awareness Seminar | 3 hours |
| 2024/09/30 | Taiwan Stock Exchange | Taiwan Capital Market Development Summit | 3 hours | ||
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Corporate ESG Practice: Legal Responsibility Cases on "Gender Equality and Human Rights" | 3 hours | ||
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Legal Responsibilities and Case Analysis Related to Corporate "Control Rights Disputes" | 3 hours | ||
| Representative Corporate Director | Pen-Chi Chen | 2024/07/03 | Taiwan Stock Exchange | 2024 Cathay Sustainable Finance and Climate Change Summit | 6 hours |
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Corporate ESG Practice: Legal Responsibility Cases on "Gender Equality and Human Rights" | 3 hours | ||
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Legal Responsibilities and Case Analysis Related to Corporate "Control Rights Disputes" | 3 hours | ||
| Representative Corporate Director | Shu-Chen Tsai | 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Corporate ESG Practice: Legal Responsibility Cases on "Gender Equality and Human Rights" | 3 hours |
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Legal Responsibilities and Case Analysis Related to Corporate "Control Rights Disputes" | 3 hours | ||
| Representative Corporate Director | Shu-Hwei Chen | 2024/12/05-06 | Accounting Research and Development Foundation of the Republic of China | Continuing training courses for accounting supervisors of issuers, securities companies and stock exchanges | 12 hours |
| Independent Director | Ta-Sheng Chiu | 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Corporate ESG Practice: Legal Responsibility Cases on "Gender Equality and Human Rights" | 3 hours |
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Legal Responsibilities and Case Analysis Related to Corporate "Control Rights Disputes" | 3 hours | ||
| Independent Director | Yueh-Hsiang Tsai | 2024/11/29 | Taiwan Project Management Association | Board Training Program for Listed Companies: Legal Framework and Case Studies on Trade Secret Protection | 3 hours |
| 2024/12/17 | Taiwan Project Management Association | Board Training Program for Listed Companies: Applications of Generative AI and ChatGPT | 3 hours | ||
| Independent Director | Chin-Tsai Chen | 2024/04/29 | Taiwan Corporate Governance Association | The New Generation of Artificial Intelligence: How Chatbot ChatGPT is Revolutionizing Industry Trends | 3 hours |
| 2024/06/19 | Taiwan Institute of Directors | Uncovering the International Competitiveness of Taiwanese Companies in the Context of Global Competition | 3 hours | ||
| 2024/08/09 | Taiwan Corporate Governance Association | Code of Integrity in Business Operations and How to Avoid Missteps in Board and Supervisory Responsibilities | 3 hours |
Operating status of Corporate Governance
The Board of Directors of the Company resolved on 11 August 2020 to appoint Ms. Jia-li Huang, Deputy General Manager and Chief Financial Officer of the Finance Division, as the Head of Corporate Governance to be responsible for Corporate Governance related matters. Jia-li Huang has at least three years of experience in financial and other management roles in publicly traded companies.
Matters related to Corporate Governance include the following:
- Handling matters related to the Board and the shareholders' meeting.
- Preparing meeting minutes of Board and shareholders' meetings.
- Assisting the directors to take office and continuing education.
- Providing materials and information necessary for the directors to perform the duties.
- Assisting the directors to comply with the laws and regulations.
- Other matters stipulated in the Article of Incorporation or contracts.
The business priorities for 2024 are as follows:
- Sending the data of the meetings of the Board of Directors and the Functional Committee to the directors or committee members.
- Publishing major information and announcements regarding major resolutions on the date of closure of the Board and shareholders’ meetings.
- Conducting the relevant affairs of the shareholders’ meeting according to laws.
- To provide information on directors' continuing education from time to time and to remind them to complete their studies and reporting in accordance with the requirements of the Important Points for the Implementation of Continuing Education for Directors and Supervisors of Listed Companies".
- The corporate governance officer has reported the situation of 2024 corporate governance to the board meeting held on October 29, 2024.
(including the effectiveness of corporate social responsibility, related matters of risk management, policy and measure on information security, and intellectual property plans)
Further Education Hours for the Head of Corporate Governance in 2024
| Job Title | Name | Date of Study | Organizer | Course Name | Study Hours |
|---|---|---|---|---|---|
| COO & CFO/Vice President | Jia-Li Huang | 2024/09/06 | Securities and Futures Institute of the Republic of China | 2024 Insider Trading Prevention Seminar | 3 hours |
| 2024/09/30 | Taiwan Stock Exchange | Taiwan Capital Market Growth Summit | 3 hours | ||
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Legal Responsibilities and Case Analysis of Corporate "Control Disputes" | 3 hours | ||
| 2024/10/29 | Accounting Reserch and Development Foundation of the Republic of China | Corporate ESG Practical Seminar: Legal Responsibilities and Case Studies on "Gender Equality and Human Rights" | 3 hours |