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Corporate governance structure

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Board Members

Susan Yang

Director

Date of Appointment2023.06.09
Details
Major Education and Experience
Department of International Trade, Tunghai University EMBA, Tunghai University Manager of Management Department, GOODWAY Machine Corp.
Current Concurrent Positions in the Company
Chairman and General
Current Concurrent Positions in Other Companies
None

Rebecca Hsieh

Director

Date of Appointment2023.06.09
Details
Major Education and Experience
Department of Foreign Languages, Providence University Shipping Supervisor, Fenglian Industrial Co., Ltd. Executive Secretary, Ciao Ta Industrial Co., Ltd.
Current Concurrent Positions in the Company
Vice President of Sales
Current Concurrent Positions in Other Companies
None

Cheng-Ta Tsai

Independent Director

Date of Appointment2023.06.09
Details
Major Education and Experience
Department of Mechanical Engineering, National Chung Hsing University Chairman, Kuang Cheng Industrial Co., Ltd.
Current Concurrent Positions in the Company
None
Current Concurrent Positions in Other Companies
Chairman, Kuang Cheng Industrial Co., Ltd. Director, Sanshing Technology Co., Ltd. Director, Boda Technology Co., Ltd. Chairman, Dayi Investment Enterprise Co., Ltd.

Kejing Chen

Independent Director

Date of Appointment2023.06.09
Details
Major Education and Experience
Youth High School EMBA, Tunghai University Chairman, Crown Plastic Enterprise Co., Ltd.
Current Concurrent Positions in the Company
None
Current Concurrent Positions in Other Companies
Chairman, Crown Plastic Enterprise Co., Ltd. Chairman, Jiangxi Huangli Plastic Co., Ltd.

Ming-Hsing Yeh

Independent Director

Date of Appointment2023.06.09
Details
Major Education and Experience
Master of Engineering Science, University of Southwestern Louisiana, USA Compliance Director, Export-Import Bank of the Republic of China Director of Risk Management Department, Export-Import Bank of the Republic of China Manager, Kaohsiung and Taichung Branches, Export-Import Bank of the Republic of China Adjunct Lecturer, Department of Mechanical Engineering, Tamkang University
Current Concurrent Positions in the Company
None
Current Concurrent Positions in Other Companies
None

Shean-Juinn Chiou

Independent Director

Date of Appointment2023.06.09
Details
Major Education and Experience
Ph.D. in Mechanical Engineering, University of Michigan Associate Professor, Department of Mechanical Engineering, National Chung Hsing University Chair, Department of Mechanical Engineering, National Chung Hsing University Director, Intelligent Automation and Precision Machinery Research Center, National Chung Hsing University Adjunct Lecturer, Department of Mechanical Engineering, Tamkang University
Current Concurrent Positions in the Company
None
Current Concurrent Positions in Other Companies
Independent Director, Aida Industrial Co., Ltd.

Board Diversity

Board Members' Professionalism and Independence

The company’s “Corporate Governance Practices Code” and “Rules for the Election of Directors and Supervisors” both establish the following diversity policy:
Board members should include, but are not limited to, the following two key criteria:

  • Basic Conditions and Values: gender, age, nationality, and culture, with the proportion of female directors recommended to reach one-third of the board seats.

  • Professional Knowledge and Skills: professional background (such as legal, accounting, industry, finance, marketing, or technology), expertise, and industry experience.

Board members should generally possess the necessary knowledge, skills, and qualities to perform their duties. To achieve the ideal goals of corporate governance, the board as a whole should have the following capabilities:

  • Operational Judgment

  • Accounting and Financial Analysis

  • Management Capability

  • Crisis Management

  • Sector Knowledge

  • Global Market Perspective

  • Leadership

  • Decision-Making Ability

Board Diversity

To strengthen corporate governance and promote a healthy development of the board’s composition and structure, the company’s board has approved the Corporate Governance Practices Code. Chapter 3, which focuses on enhancing board functions, includes a diversity policy. The composition of the board should include, but is not limited to, standards in two key areas: basic conditions and values, and professional knowledge and skills. Board members should generally possess the necessary knowledge, skills, and qualities to perform their duties. The specific management objectives are as follows:

  • 1
    The company’s board emphasizes gender equality, with at least one female director included among its members.
  • 2
    The company’s board focuses on management, industry knowledge, and global market perspective, with at least two-thirds of board members possessing competencies in these core areas.
  • 3
    Independent directors may not serve more than three consecutive terms in order to maintain their independence.
  • 4
    The number of board members who are also employees of the company, its parent, subsidiaries, or affiliates should not exceed one-third of the total board seats to ensure effective oversight.

Status of Achievement

The current board of directors consists of 9 members, including 3 directors with employee status, accounting for 33%, 4 independent directors representing 44%, and 2 female directors representing 22%. All members possess extensive experience and expertise in areas such as leadership, finance and accounting, management, and industry knowledge. The distribution of professional competencies is as follows:

Diversity Programs Gender Operational Judgment Accounting and Financial Analysis Management Crisis Management Sector Knowledge Global Market Perspective Leadership Decision-Making
Susan Yang Female V V V V V V V
Rebecca Hsieh Female V V V V V V
Cheng-Ta Tsai Male V V V V V V V
Kejing Chen Male V V V V V V
Ming-Hsing Yeh Male V V V V V V V
Shean-Juinn Chiou Male V V V V V V
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Age Distribution of Board Members

Directors with employee status account for 33% of the board. Except for Independent Directors Cheng-Ta Tsai and Kejing Chen, who have served for approximately six years, all other independent directors began their terms in June 2023. There are three board members aged over 70, five between the ages of 60 and 69, and one under the age of 60.

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Board Performance Evaluation

Content Download
2024 Board Performance Evaluation Results
2023 Board Performance Evaluation Results
2022 Board Performance Evaluation Results
2021 Board Performance Evaluation Results
2020 Board Performance Evaluation Results
2019 Board Performance Evaluation Results

Performance Evaluation of External Directors

Content Download
2023 Performance Evaluation of External Directors

Assessment of the Independence of the Certifying CPA

CPA Independence and Competency

The Audit Committee conducts an annual assessment of the independence of the certifying CPA and reports the results to the Board of Directors. The most recent assessment was approved by the Audit Committee on March 6, 2024, and subsequently approved by the Board on the same date.

The evaluation items and results are as follows:

(1) Independence Assessment:

Independence Assessment Criteria Evaluation Results Compliance with Independence Requirements
1 There are no direct or significant indirect financial interests between the CPA and the company. Compliant Yes
2 Whether there are no inappropriate conflicts of interest between the CPA and the company. Compliant Yes
3 The CPA has no financial lending transactions with the company. Compliant Yes
4 The CPA has not received any commissions related to the company’s business. Compliant Yes
5 The CPA and all members of the audit team do not hold any shares in the company. Compliant Yes
6 The CPA does not concurrently serve as a regular employee of the company receiving a fixed salary. Compliant Yes
7 The CPA has no joint investments or profit-sharing arrangements with the company. Compliant Yes
8 The certifying CPA does not engage in any other business that could compromise their independence. Compliant Yes
9 The CPA shall not audit the financial statements of institutions served within the two years prior to their engagement. Compliant Yes
10 During the audit period, neither the certifying CPA nor their spouse or dependents hold positions as directors, supervisors, managers, or roles with direct and significant influence on the company’s audit work. Compliant Yes
11 Whether an independence declaration issued by the CPA is obtained annually. Compliant Yes
12 Whether there have been no disciplinary actions imposed by regulatory authorities or the CPA association, nor any sanctions under Article 37, Paragraph 3 of the Securities and Exchange Act. Compliant Yes
13 Whether the quality and timeliness of audit and tax services meet requirements. Compliant Yes
14 Whether the CPA maintains good communication with the company’s management and board of directors. Compliant Yes
15 Whether the CPA actively provides recommendations on the company’s systems and internal control audits and documents them accordingly. Compliant Yes
16 Whether the CPA proactively provides regular updates to the company on tax laws, securities regulations, and newly revised IFRS accounting standards. Compliant Yes
17 Whether the audit team members demonstrate stability. Compliant Yes

(2) Professional Competency and Qualification Assessment:

  • The company has not appointed the same CPA for more than seven consecutive years.

  • Timely completion of the company’s financial statement audits for each period.

  • Provides the company with financial and tax consulting services on an as-needed basis.

  • The CPA and the accounting firm meet all relevant requirements for audit experience and training hours.

  • Issues Audit Quality Indicators (AQIs) and conducts evaluations in accordance with established standards.

Evaluation Results:
For the current year’s financial statements, CPAs Sporn Chen and Gordon Yi of JZ-CPA Firm were appointed. Based on the evaluation, both CPAs meet the requirements of independence and competency, and their independence declarations have been obtained. With reference to the Audit Quality Indicators (AQIs) provided by the firm, they also meet the standards of professional competency and qualification. The reliability of the issued financial reports is assured.