公司治理
Board of Directors
董事會基本資料
| Job title | Name | Education, experience and current position |
|---|---|---|
| Chairman |
Chengfeng Investment Co., Ltd.
Representative: Dun-li Su |
|
| Director |
Youfeng Investment Co., Ltd.
Representative: Zhong-hong Su |
|
| Director |
Zongfu Investment Co., Ltd.
Representative: Xing-xian Su |
|
| Director |
Representative: Heng-chang Gu
|
|
| Independent Director |
Zhen-yang Yang
|
|
| Independent Director |
Qian-xiu Wang
|
|
| Independent Director |
Yun-rou Wu
|
|
Implementation of Board Members in Diversity Policies and Status of Implementation
(I)Diversity Policy of the Board: According to Article 20 of our corporate governance practices, the composition of the board members should consider diversity. Except for the number of directors concurrently serving as company executives, which should not exceed one-third of the total board seats, the board should formulate appropriate diversity policies based on its own operation, business model, and development needs.
The selection of our directors should consider the overall configuration of the board. The composition of board members should consider diversity and formulate appropriate policies based on the board’s operation, business model, and development needs. This should include, but not be limited to, standards in two major dimensions:
- I. Basic characteristics and values: including gender, age, nationality, and cultural diversity.
- II. Professional knowledge and skills: encompassing professional backgrounds (such as law, accounting, industry, finance, marketing, or technology) along with relevant professional skills and industry experience.
Board members should generally possess the knowledge, skills, and qualities necessary for performing their duties. To achieve the ideal goals of corporate governance, the overall abilities that the board should possess include:
- I. Operational judgment.
- II. Accounting and financial analysis.
- III. Business management.
- IV. Crisis management.
- V. Industry knowledge.
- VI. International market perspectives.
- VII. Leadership.
- VIII.Decision-making.
- (2) Diversity Goals and Achievement of the Board:
- The management goals for board diversity are as follows:
-
Management Goals Achievement Status At least one-third of the directors must possess experience in the manufacturing-related industry. Achieved The number of directors concurrently serving as company executives should not exceed one-third of the total board seats. Achieved At least one female director should be included in the board members. Achieved
(3) Diversity Situation of the Board: As shown in the table below
The 12th Board of Directors of the Company consists of 7 directors, including 2 female directors. The professional capabilities of the 4 non-independent directors cover different fields such as industrial management, operational judgment, leadership decision-making, R&D and technological innovation, and risk management. Among the three independent directors, Yang Zhenyang holds a master's degree from the Graduate Institute of Business at National Taiwan University and has extensive knowledge and experience in tax planning. Wang Qianxiu, Independent Director, holds a master's degree in advanced business administration from National Sun Yat-sen University. He has served as the chief accountant of Compal Computer, the deputy general manager of the company's administrative and financial accounting, and the supervisor of Shihwa Metal Technology Co., Ltd. He has strong accounting, financial analysis and business management capabilities and industry knowledge. Rich. Independent Director Wu Yunrou holds a bachelor's degree in International Business Administration from Dayeh University and has extensive professional knowledge of futures and securities business. All three of the above persons are able to provide business management advice from an independent and objective standpoint, fulfill their supervisory responsibilities, and fully implement the concept of diversity of board members.
The company's board of directors consists of 2 directors aged 61-70, 3 directors aged 51-60, and 2 directors aged 31-40.
| Director Name | Basic composition | Professional knowledge and skills | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender | Concurrent Employment as Company Employee | Age | Independent Director Tenure | ||||||||||||||
| 30 to 40 | 41 to 50 | 51 to 60 | 61 to 70 | 3 years or less | 3 to 9 years | 9 years or more | Operational judgment ability | Accounting and financial analysis skills | Business management capabilities | Crisis handling capabilities | Industry Knowledge |
International Market Outlook | Leadership Ability |
Decision-making Ability |
||||
| Dun-li Su | Republic of China | Male | ||||||||||||||||
| Zhong-hong Su | Republic of China | Male | ||||||||||||||||
| Xing-xian Su | Republic of China | Male | ||||||||||||||||
| Heng-chang Gu | Republic of China | Male | ||||||||||||||||
| Zhen-yang Yang | Republic of China | Male | ||||||||||||||||
| Qian-xiu Wang | Republic of China | Female | ||||||||||||||||
| Yun-rou Wu | Republic of China | Female | ||||||||||||||||
(II) Board Independence:
(1) The proportion of directors holding an employee status in the company is 28.57%, and independent directors account for 42.86%. One independent director has served continuously for more than 9 years, while the remaining two independent directors have served continuously for 3 years or less.
(2) According to Article 26-3 of the Securities and Exchange Act, subsections 3 and 4, which include specifying situations where directors, supervisors, or directors and supervisors have spousal or close relatives within the second degree of relationship, the director Tun-li Su, representing ChengFeng Investment Co., Ltd., and the director Chung-hung Su, representing Youfeng Investment Co., Ltd., are brothers. All other directors do not have situations specified in Article 26-3, subsections 3 and 4, of the Securities and Exchange Act.
Succession Planning for Board Members and Key Management Personnel
With a focus on long-term planning and the succession of business philosophies, as well as internal talent cultivation, the planning for the succession of directors and key management personnel includes:
1.Succession of Board Members:The company's board of directors guides corporate strategy, manages management, and is responsible to the company and shareholders. It manages the various operations and arrangements of the corporate governance system to ensure that the board of directors exercises its powers in accordance with laws, the company's articles of association, or resolutions of shareholders' meetings.
The structure of the board of directors of a company shall be determined based on the scale of the company's business development and the shareholding of its major shareholders, taking into account the practical needs of the company's operations and the number of director seats stipulated in the company's articles of association.
The composition of the board of directors should take into account diversity. In addition to the fact that directors who also serve as company managers should not exceed one-third of the board seats, appropriate diversification policies should be formulated based on the company's own operations, operating model and development needs, which should include but are not limited to the following: Two major aspects of standards:
(1) Basic conditions and values: gender, age, nationality and culture, etc.
(2) Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.
Board members should generally possess the knowledge, skills and qualities necessary to perform their duties. In order to achieve the ideal goal of corporate governance, the board of directors as a whole should possess the following capabilities:
(1) Operational judgment ability.
(2) Accounting and financial analysis capabilities.
(3) Operational and management capabilities.
(4) Crisis management capabilities.
(5)Industry knowledge.
(6) International market perspective.
(7) Leadership ability.
(8) Decision-making ability.
The Company's board of directors regularly evaluates and measures project performance based on the "Board of Directors Performance Evaluation Method" every year to confirm the effectiveness of the board's operations and assess the performance of individual directors as a reference for future director selection.
2.Succession of Key Management Personnel:The company's organizational structure sets up important senior executives at the manager level (inclusive) and above in each department to lead the operation and management of the company's business, and has senior executive position deputies who all have professional and leadership capabilities, in line with the company's corporate business philosophy.
In order to train key management and their deputies, in addition to professional training, we also arrange corporate governance-related management courses to enhance personal management capabilities. When the board of directors is convened and the agenda involves decision-making and judgment on business management, personnel at the deputy general manager level and above Attendance at meetings; monthly management meetings with deputy general managers reporting on operational performance. The company also implements the professional capabilities of senior executives in daily work to pass on the professional and technical capabilities of grassroots executives, in order to facilitate the planning of successor talent resources in the future. .
The company conducts employee performance appraisals every quarter, promotes positions through performance evaluation, stimulates employees' potential, brings out their personal expertise and meets the company's expectations, and serves as a reference for future succession planning.