Board of Directors and Functional Committees
Board of Directors Membership and Resume
Position
Name, Education & Experience, Major Current Positions
The main functions and powers of the board of directors of the company are to guide the company's strategy, supervise the management level, various operations and arrangements of the corporate governance system, be responsible to the company and the shareholders' meeting, and exercise powers in accordance with the laws and regulations of the company's articles of association or the resolutions of the shareholders' meeting.
Board of Director's Assessment of Performance
The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least one internal board performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating directors. The result of 2021 is as below.
評估類型
評估方法 / 評分標準 / 評分結果
Directors Implement Board Diversity Policy
In order to implement corporate governance, enhance the functions of the board of directors, and improve the structure of the board of directors, the company has formulated a “Board Diversity Policy” in accordance with Article 20 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” for compliance.
The specific management objectives and implementation of the diversity policy of the board of directors of the Company and the implementation of the diversity policy are as follows:
(1)The specific management objectives and achievement of the board of directors diversity policy:
Management Objectives |
Achievement situation |
Description |
---|---|---|
Directors who are employees of the company should not exceed one third of the number of directors. |
Accomplish |
Only three of the ten members of the company's current board of directors are employees of the company (30%), which does not exceed one third of the number of directors. |
Recruit at least one director seat each with financial and legal professional backgrounds, skills or industrial experience, etc. |
Accomplish |
The company‘s independent director Mr. CHEN,YI-CHENG is the chief financial officer and director of AVC (stock code: 3017). Mr. Lin, Hong-Guang is the former director of Ernst & Young and a certified public accountant. They both have professional background in finance and accounting; the independent director Mr. ZHU, JUN-XIONG is Managing Partner of Quanying International Law Firm with a professional background in law. |
Average age distribution |
Accomplish |
Among the ten members of the company's current board of directors, 4 directors are under the age of 60 (accounting for 40%), and 4 directors are between 61 to 70 years old (accounting for 40%), and there are two directors who over 71 years old(20%). And there is no situation where the age distribution of directors reaches more than 50%. |
Independent directors should not serve more than three consecutive terms |
Accomplish |
None of the four independent directors of the current board of directors of the company have served for more than three consecutive terms. |
(2)The implementation of the Company's board of directors diversity policy is as follows:
Dimension I:Basic Component
Title |
Name |
Nationality |
Gender |
Part-time employees of the company |
The situation of Independent director 's seniority |
Age distribution of directors |
||||
---|---|---|---|---|---|---|---|---|---|---|
Less than 3 years |
3-9 years |
Over 9 years |
Under 60 years |
61-70 years |
Over the age of 71 |
|||||
Chairman |
FANG,MING-CHING |
R.O.C. |
Male |
V |
NA |
V |
||||
Director |
CHUNG YUN HUI |
R.O.C |
Male |
NA |
V |
|||||
Director |
FANG,MING-TSUNG |
R.O.C. |
Male |
V |
NA |
V |
||||
Director |
KINGMAO INVESTMENT CO.,LTD. |
R.O.C. |
Male |
NA |
V |
|||||
Director |
KINGMAO INVESTMENT CO.,LTD. |
R.O.C. |
Male |
NA |
V |
|||||
Director |
KINGMAO INVESTMENT CO.,LTD. |
R.O.C. |
Male |
V |
NA |
V |
||||
Independent Director |
CHEN,YI-CHENG |
R.O.C. |
Male |
V |
V |
|||||
Independent Director |
FAN,LIANG-FU |
R.O.C. |
Male |
V |
V |
|||||
Independent Director |
ZHU, JUN-XIONG |
R.O.C. |
Male |
V |
V |
|||||
Independent Director |
DAI, YI-ZHI |
R.O.C. |
Male |
V |
V |
Dimension II: Background and Experience
Title |
Name |
Professional |
Professional Skills |
Industry Experience |
|||
---|---|---|---|---|---|---|---|
Business decision and management |
Financial Analysis and Decision |
Legal practice |
Manufacturing |
specific professional services |
|||
Chairman |
FANG,MING-CHING |
V |
V |
V |
|||
Director |
CHUNG YUN HUI |
V |
V |
V |
|||
Director |
FANG,MING-TSUNG |
V |
V |
V |
|||
Director |
KINGMAO INVESTMENT CO.,LTD. |
V |
V |
V |
V(accounting affairs) |
||
Director |
KINGMAO INVESTMENT CO.,LTD. |
V |
V |
V |
|||
Director |
KINGMAO INVESTMENT CO.,LTD. |
V |
V |
||||
Independent Director |
CHEN,YI-CHENG |
V |
V |
V |
|||
Independent Director |
FAN,LIANG-FU |
V |
V |
V |
|||
Independent Director |
ZHU, JUN-XIONG |
V |
V |
V (Lawyers) |
|||
Independent Director |
DAI, YI-ZHI |
V |
V |
V (Investment management) |
Dimension III: Capabilities
Title |
Name |
Diversified core projects |
|||||||
---|---|---|---|---|---|---|---|---|---|
Operational Judgment |
Accounting and Financial Analysis Capabilities |
Management Ability |
Crisis Management |
Industry Knowledge |
International Market View |
Leadership |
Decision-making Capacity |
||
Chairman |
FANG,MING-CHING |
V |
✽ |
V |
V |
V |
V |
V |
V |
Director |
CHUNG YUN HUI |
V |
✽ |
V |
V |
V |
V |
V |
V |
Director |
FANG,MING-TSUNG |
V |
✽ |
V |
V |
V |
V |
V |
V |
Director |
KINGMAO INVESTMENT CO.,LTD. |
V |
V |
V |
V |
V |
V |
V |
V |
Director |
KINGMAO INVESTMENT CO.,LTD. |
V |
✽ |
V |
V |
V |
V |
V |
V |
Director |
KINGMAO INVESTMENT CO.,LTD. |
V |
✽ |
V |
V |
V |
V |
V |
V |
Independent Director |
CHEN,YI-CHENG |
V |
V |
V |
V |
V |
V |
V |
V |
Independent Director |
FAN,LIANG-FU |
V |
✽ |
V |
V |
V |
V |
V |
V |
Independent Director |
ZHU, JUN-XIONG |
V |
✽ |
V |
V |
V |
V |
V |
V |
Independent Director |
DAI, YI-ZHI |
V |
V |
V |
V |
✽ |
V |
V |
V |
Note: ✽ Refer to Partial ability. |
Directors and Managers' liability insurance
1. In order to strengthen the company's risk management and protect shareholders' rights and interests, the Company has insured liability insurance for directors and managers.
2. The Company purchased liability insurance for directors and managers in 2024 years as follows:
-
Insured
ObjectsAll directors
and managers -
Insurance
CompanyTokio Marine New
Insurance Co., Ltd -
Insured
AmountUS$3,000,000
-
Insurance
Period2024.03.08 ~ 2025.03.08
-
Report
DateMarch 8, 2024
Major Resolutions of Board Meetings
-
2024.11.08
Approved the 2024 Q3 Financial Statements of the Company.
Approved ”Regulations of Sustainability information”.
Approved to amend ''Internal Control System '' and "Audit Implementation Rules".
Approved 2025 audit plan.
Approved the Company's Fund Loan to subsidiary.
Approved the application for comprehensive credit line, foreign exchange comprehensive line and financial product transaction line.
-
2024.08.09
Approved the 2024 Q2 Financial Statements of the Company.
Approval of quota of endorsements/guarantees provided by the Company to subsidiaries.
Approval of salary adjustment for the Company’s managerial officers.
-
2024.05.09
Approved the 2024 Q1 Financial Statements of the Company.
Approved the 2024 ESG Report of the Company.
Approved the application for comprehensive credit line, foreign exchange comprehensive line and financial product transaction line.
Approval of the Company's 2024 Q1 performance bonus for managerial officers.
Approved the 2023 employee bonus distribution plan.
Approved the 2023 director bonus distribution plan.
-
2024.03.08
Approved 2023 director bonus distribution plan.
Approved 2023 director and employee bonus distribution plan.
Approved the Company's 2023 business report and financial statements.
Approved the Company’s 2023 profit distribution.
Approved the assessment of independence assessment and appointment and remuneration for the Company's CPAs.
Approved the provision of non-confirmation services by Ernst & Young and its affiliates.
Approved the proposal for the 2023 "Statement on Internal Control System”.
Approved the amendment to the "Rules Governing the Preparation and Filing of Sustainability Reports ".
Approved the amendment to the Company's "Risk Management Measures ".
Approved the amendment to the "Regulations Governing Procedure for Board of Directors Meetings ".
Approved the establishment of the "Audit Committee Charter" of the Company.
Approved the amendments to the "Rules of Procedure for Shareholders Meetings".
Approved the amendments to the Company's Articles of Incorporation.
Approved the relevant matters for convening the Company's 2024 annual general meeting.
-
2024.01.26
Approved the 2024 business plan.
Approved the establishment Sustainability Committee and Sustainability Committee Charter.
Approved the appointment of the members of the first “Sustainability Committee”.
Approved the Company’s 2023 annual bonus for managerial officers.
Approved the Company's 2023 annual manager salary remuneration and performance assessment.
Approved the Company’s 2023 director remuneration and performance assessment.
Audit Committee Membership and Resume
Position
Name / Education & Experience / Major Current Positions
The audit committee of the company is composed of all independent directors and holds at least one meeting every quarter. Its main operations are as follows:
1. The operation of the company's audit committee focuses on the supervision of the following matters:
(1) Appropriate expression of the company's financial statements.
(2) The selection (dismissal), remuneration, independence and performance of certified accountants.
(3) Effective implementation of internal control.
(4) Relevant laws and regulations should be followed.
(5) The management and control of the company's existing or potential risks.
2. The main powers of the audit committee of the company are listed as follows:
(1) Establish or amend the internal control system in accordance with Article 14 of the Securities and Exchange Act.
(2) Evaluation of the effectiveness of the internal control system.
(3) In accordance with the provisions of Article 36 of the Securities and Exchange Act, stipulate or amend the processing procedures for the acquisition or disposal of assets, derivative commodity transactions, capital loans to others, endorsements or guarantees for others.
(4) Matters involving the director's own interests.
(5) Significant asset or derivative commodity transactions.
(6) Significant fund loans, endorsements or guarantees.
(7) Raising, issuing or private placement of equity securities.
(8) Appointment, dismissal or remuneration of certified public accountants.
(9) Appointment and removal of financial, accounting or internal audit supervisors.
(10) The annual financial report signed or stamped by the chairman of the board, the manager and the accounting supervisor, and the second quarter financial report subject to verification by accountants.
(11) Other important matters specified by the company or the competent authority.
Audit Committee Performance Assessment
The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least once internal Functional Committee performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating independent directors. The 2021 annual performance evaluation is as follows:
Evaluation Type
Evaluation Method / Grading criteria / Evaluation results
The Communication between Independent Directors, Internal auditor supervisor and CPAs
I. The communication channel between the independent directors, internal auditor supervisor and independent auditors.
A. The chief internal auditor reports and communicates audit results to independent directors in separate communication meetings or other meetings quarterly, and reports the implementation of internal audit to the audit committee and the board of directors.
B. The company's CPA reports the company's financial report and audit result to independent directors at separate communication meetings quarterly, as well as other communication matters required by relevant laws and regulations, and participates in the audit committee and board of directors from time to time to provide professionalism consultation and suggestions for the company's major proposals.
II. Summary of the communication between independent director and internal audit supervisor.
The communication between independent director and internal auditor supervisor are going well for auditing and implementation.
The summary of previous communication between independent directors and the internal audit supervisor individually is as follows:
Meeting and Date
Communication
Matters
Independent director's suggestion
The implementation result of the company
-
1.To add and revise the Company's various regulations.
None.
—
-
1.The internal audit report for the forth quarter of 2020.
2. Approved the appraisal of the effectiveness of the internal control system and the 「Declaration of Internal Control System」 proposal in 2020.
3.Revise the Company's various regulations.None.
—
-
1.The internal audit report for the 1st quarter of 2021.
None.
—
-
1.The internal audit report for the 2nd quarter of 2021.
None.
—
-
1.The internal audit report for the 3rd quarter of 2021.
2.Annual audit plan of 2022.None.
—
III.The summary for previous communication between independent directors and CPA.
The communication mechanism between the independent directors and the independent auditors works well.
The summary for previous communications between the independent directors and the independent auditors individually are as follows:
Meeting and Date
Communication
Matters
Independent director's suggestion
The implementation result of the company
-
The Internal Control System Statement for 2020
None.
—
-
The internal audit report for the first quarter of 2021
None.
—
-
The internal audit report for the second quarter of 2021
None.
—
-
The internal audit report for the third quarter of 2021
None.
—
Compensation Committee Membership and Resume
Position
Name / Education & Experience / Major Current Positions
The remuneration committee of the company is composed of all independent directors and holds at least two meetings a year. Its main operations are as follows:
1. Regularly review the "Salary and Compensation Committee Organization Rules" and propose amendments.
2. To formulate and regularly review the company's directors and managers' annual and long-term performance targets and remuneration policies, systems, standards and structures.
3. Regularly evaluate the achievement of the performance goals of the directors and managers of the company, and determine the content and amount of their individual remuneration.
Compensation Committee Performance Evaluation
The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least once internal Functional Committee performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating Compensation committee members. The 2021 annual performance evaluation is as follows:
Evaluation Type
Evaluation Method / Criteria / Evaluation Result