Corporate Governance Structure
Corporate Governance Structure
Board of Directors
Our company has a total of 9 directors, including 3 independent directors. They are elected by the Shareholders’ Meeting from among individuals with legal capacity. Each term lasts for three years. The Board exercises its powers in accordance with relevant laws, the Articles of Incorporation, and resolutions of the Shareholders’ Meeting. The list of directors is as follows:
| Position | Name | Representing Legal Entity | Education | Major Experience |
|---|---|---|---|---|
| Chairman | Deng-Po Xiao | Tzu Liang Industrial Co., Ltd. | Honorary Doctorate of Chaoyang University of Technology | Chairman of the Company. Chairman, Tiong liong Industrial Co., Ltd. Chairman, U-Long High-Tech Textile Co., Ltd. Chairman, Tien Jiang Enterprise Co., Ltd. |
| Director | Chon-Hu Xiao | Tzu Liang Industrial Co., Ltd. | Executive Master of Business Administration (EMBA), College of Management, Asia University | Chairman, Elementech International Co., Ltd. Chairman, Greenchem International Co., Ltd. Chairman, Decortec Co., Ltd. |
| Director | Shun-Ching Cheung | Department of Chemical Engineering, Feng Chia University | ||
| Director | Jing-Ren Bai | Master's Degree in Financial and Financial Management, Graduate Institute of Financial and Economic Studies, National Cheng Kung University. | CFO of the Company | |
| Director | Yu-Qiao Xiao | Pacific Lutheran University General Business Administration | Assistant to the Chairman | |
| Director | Shih-Ting Wang | Chang Yan Investment Co., Ltd. | Master's Degree in Business Administration, Department of Business Administration, National Cheng Kung University | Executive Assistant to the Chairman |
| Independent Director | Chong-Huei Huang | Executive Master of Business Administration (EMBA), College of Management, National Cheng Kung University | Practicing CPA, Diwan & Company CPA Firm. Adjunct Professor, Southern Taiwan University of Science and Technology. Adjunct Lecturer, National Cheng Kung University. | |
| Independent Director | Wen-Ming Huang | Executive Master of Business Administration (EMBA), College of Management, National Cheng Kung University | Manager, Taiwan Bank | |
| Independent Director | Jing-Ming Cao | Executive Master of Business Administration (EMBA), College of Management, National Cheng Kung University | Chief Financial Officer, Fu Chun Shin Machinery Manufacture Co., Ltd. Audit Manager, Diwan & Company CPA Firm. |
Board Member Diversity Policy and Implementation
In accordance with Article 20 of the "Corporate Governance Best Practice Principles" of our company, the Board of Directors should possess the following collective capabilities to achieve the ideal goals of corporate governance:
1.Operational Judgment Ability
2.Accounting and Financial Analysis Ability
3.Management and Administrative Ability
4.Crisis Management Ability
5.Industry Knowledge
6.Global Market Perspective
7.Leadership Ability
8.Decision-Making Ability
To achieve the aforementioned goals and enhance the effectiveness of the Board of Directors, our company has established a Board Member Diversity Policy. In accordance with Article 20 of the "Corporate Governance Best Practice Principles," the composition of the Board should take diversity into consideration. In addition to ensuring that the number of directors concurrently serving as company executives does not exceed one-third of the total number of directors, the company should establish appropriate diversity policies based on its operations, business model, and development needs. These policies should include, but are not limited to, the following two major aspects:
1.Basic Conditions and Values: Gender, age, nationality, culture, etc., with the proportion of female directors to reach at least one-third of the total number of directors.
2.Professional Knowledge and Skills: Professional backgrounds (e.g., law, accounting, industry, finance, marketing, or technology), expertise, and industry experience.
Implementation of the Board Member Diversity Policy by individual directors:
| Core Items/Director's Name | Gender | Operational Judgment Ability | Accounting and Financial Analysis Ability | Management Ability | Crisis Management Ability | Industry Knowledge | Global Market Perspective | Leadership Ability | Decision-Making Ability |
|---|---|---|---|---|---|---|---|---|---|
ZiLiang | Male | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | |
ZiLiang | Male | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | |
| Shun-Ching Cheung | Male | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | |
| Jing-Ren Bai | Male | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | |
| Yu-Qiao Xiao | Female | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | |
| Chang Yan Investment Co., Ltd. Representative: Shih-Ting Wang | Female | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | |
| Chong-Huei Huang | Male | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | |
| Wen-Ming Huang | Male | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | ||
| Jing-Ming Cao | Male | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ | Ⅴ |
Our company has a total of 9 directors, including 3 independent directors, making up 33.33% of the board. The independent directors do not have any situations as specified in Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. Among the directors, 3 have spouse or relatives within the second degree of kinship, which does not exceed half of the total number of directors.
Audit Committee
一、Organizational Members
1.The Audit Committee of our company was established in June 2022, with a total of 3 members.
2.The term of the current Audit Committee is from June 23, 2022, to June 22, 2025. The list of members is as follows:
| Identity | Name | Education | Major Experiences |
|---|---|---|---|
| Independent Director | Chong-Huei Huang | Master’s in Business Administration, Management, National Cheng Kung University | Practicing CPA, Diwan & Company CPA Firm. Adjunct Professor, Southern Taiwan University of Science and Technology. Adjunct Lecturer, National Cheng Kung University. |
| Independent Director | Wen-Ming Huang | Master’s in Business Administration, Management, National Cheng Kung University | Manager, Taiwan Bank |
| Independent Director | Jing-Ming Cao | Master’s in Business Administration, Management, National Cheng Kung University | Chief Financial Officer, Fu Chun Shin Machinery Manufacture Co., Ltd. Audit Manager, Diwan & Company CPA Firm. |
Powers and Duties
1.The fair presentation of the company's financial statements.
2.The selection, dismissal, independence, and performance of the certified public accountant.
3.The effective implementation of the company’s internal control systems.
4.The company’s compliance with relevant laws and regulations.
5.The management of existing or potential risks within the company.
Compensation Committee
一、Organizational Members
1.The Compensation Committee of our company was established in December 2011, with a total of 3 members.
2.The current term of the Compensation Committee is from June 23, 2022, to June 22, 2025. The list of members is as follows:
| Identity | Name | Education | Major Experiences |
|---|---|---|---|
| Independent Director | Chong-Huei Huang | Master’s in Business Administration, Management, National Cheng Kung University | Practicing CPA, Diwan & Company CPA Firm. Adjunct Professor, Southern Taiwan University of Science and Technology. Adjunct Lecturer, National Cheng Kung University. |
| Independent Director | Wen-Ming Huang | Master’s in Business Administration, Management, National Cheng Kung University | Manager, Taiwan Bank |
| Independent Director | Jing-Ming Cao | Master’s in Business Administration, Management, National Cheng Kung University | Chief Financial Officer, Fu Chun Shin Machinery Manufacture Co., Ltd. Audit Manager, Diwan & Company CPA Firm. |
二、Powers and Duties
With a professional and objective standpoint, assist the Board of Directors in evaluating the compensation, policies, and systems for directors, supervisors, and managers, and provide recommendations to the Board for decision-making reference.
1.Regularly review these regulations and propose amendments.
2.Establish and regularly review the policies, systems, standards, and structures for the performance evaluation and compensation of directors and managers.
3.Regularly evaluate and establish the compensation for directors and managers.
Internal Audit Organization and Operations
一、Organization
1.The Board of Directors of our company has established an Audit Department, headed by one supervisor, who is responsible for audit operations under the Chairman's directive. The supervisor is in charge of establishing and maintaining the audit system, as well as planning, promoting, executing, tracking, and evaluating audit activities. Additionally, there is one audit staff member, making a total of two full-time personnel.
2.The appointment and removal of the audit supervisor are subject to the approval of the Board of Directors. The name, age, education, experience, years of service, and training received by the audit staff are reported to the Financial Supervisory Commission in the required format through the Internet information system before the end of January each year for their record.
二、Operation
1.The purpose of internal auditing is to assist the Board of Directors and management in examining and reviewing deficiencies in the internal control system, evaluating the effectiveness and efficiency of operations, and providing timely improvement suggestions. This ensures that the internal control system is continuously and effectively implemented and serves as a basis for reviewing and revising the internal control system.
2.The company’s internal audit department is responsible for auditing the design and execution of internal control systems for both the company and its subsidiaries.
3.In addition to submitting regular audit reports and improvement tracking reports to the independent directors every month, the audit supervisor reports the execution of internal audit activities to the Board of Directors at least once per quarter.
4.Any deficiencies or abnormal findings in internal controls are disclosed in the audit report, and corrective actions are tracked until resolved. If necessary, special project audits may be conducted.
Independent Directors' Communication Policy with Internal Audit Supervisor and CPA
1.Independent directors hold at least one regular meeting per year with the CPA, during which the CPA reports on the company's financial status, the financial conditions of its subsidiaries, overall operations, and internal control audits. The independent directors engage in full communication regarding any major adjusting entries or legal revisions affecting financial reporting. In case of significant issues, a meeting may be called at any time.
2.The internal audit supervisor holds at least one regular meeting per year with the independent directors to report on the execution of the company's internal audit activities and the status of the internal control operations. In case of significant issues, a meeting may be called at any time.