- Major Resolutions of Board Meetings
- Diversity and independence of the Board of Directors
- Individual communication between independent directors and auditting supervisor
- Board of Directors Members
- Operation of the Board of Directors
| Document Name | Download |
|---|---|
| Major Resolutions of the Board of Directors in 2025 |  |
| Major Resolutions of the Board of Directors in 2024 | |
| Major Resolutions of the Board of Directors in 2023 |
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| Major Resolutions of the Board of Directors in 2022 | |
| Major Resolutions of the Board of Directors in 2021 | |
| Major Resolutions of the Board of Directors in 2020 | |
| Major Resolutions of the Board of Directors in 2019 | |
一、Diversity of the Board of Directors
The election of directors has been stipulated in the Company’s “Articles of Incorporation” and “Procedures for Election of Directors,” and the overall composition of the Board of Directors shall also be considered. A policy for strengthening the Board’s competency is included in our Corporate Governance Best-Practice Principles. The composition of the Board of Directors shall take diversity into consideration. In addition to the fact that it is advisable that no more than one-third of the Board are concurrently serving as managers, the Board shall also adopt an appropriate policy for diversity in terms of its own operation, business model, and development needs. It is advisable to include but not limited to the following standards for the two major aspects:
I. Basic conditions and values: Gender, age, nationality, culture, etc.
II. Professional knowledge and skills: Professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experiences.
二、Professional Knowledge and Skills of Board Members
Members of the Board shall generally possess the necessary knowledge, skills, and competence to perform their duties. In order to achieve the ideal goal of corporate governance, the Board of Directors as a whole shall possess the following capabilities：
- I. The ability to make judgments regarding operations.
- II. Accounting and financial analysis ability.
- III. Business management ability.
- IV. Crisis management ability.
- V. Industry knowledge
- VI. International market perspectives.
- VII. Leadership ability
- VIII. Decision-making ability
三、Board Diversity
The Company’s board members are professionals with different professional backgrounds or fields, which is in line with the diversity policy. In 2025, the average age of the current board members is 54 years old, of which 67% are directors over 50 years old, and 33% is under 50 years old; all directors are not employees, so the proportion of directors who are also employees is 0%. The total number of independent directors is 0%. There are three independent directors, accounting for 50% of all six directors. None of the three independent directors has served for more than three consecutive terms. We have one female director, accounting for 17% of all directors. The Company is committed to gender equality within the Board and plans to increase the number of female directors in the next term. For information regarding the age, nationality, tenure and professional ability of independent directors, please refer to the following table of “The implementation of the diversity policy of the current Board of Directors in 2025”.
- The specific management objectives of the Company’s board diversity policy and its progress are as follows：
| Management objectives | Status of achievement |
|---|---|
| The number of independent directors exceeds one-third of the total number of directors. | Achieved |
| It is advisable that the number of directors who also serve as the Company’s managers shall not exceed one-third of the total number of directors | Achieved |
| Directors of different genders | Achieved |
| Adequate and diversified professional knowledge and skills | Achieved |
- The implementation of the diversity policy of the current Board of Directors in 2025 is as follows：
| Name of director | Gender | Nationality | Age | Length of tenure of independent directors | Professional ability | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 41-50 | 51-60 | 61- 70 | Less than 3 years | 3 to 9 years | Over 9 years | Business judgment | Financial analysis | Operation and management | Legal knowledge | Crisis managemen | Industry knowledge | International market perspectives | Leadership ability | Decision-making ability | |||
| Chairman, Chiang Yu-Lien | Female | Taiwan | v | v | v | v | v | v | v | v | |||||||
| Director, Hung Kuo-Chin | Male | Taiwan | v | v | v | v | v | v | v | ||||||||
| Director, Su Cheng-Hui | Male | Taiwan | v | v | v | v | v | v | v | ||||||||
| Independent Director, Huang Hao-Chen | Male | Taiwan | v | v | v | v | v | v | v | v | |||||||
| Independent Director, Huang Lung-Sheng | Male | Taiwan | v | v | v | v | v | v | v | v | |||||||
| Independent Director, Wang Chien-Chih | Male | Taiwan | v | v | v | v | v | v | v | v | |||||||
I、Communication Policies with Independent Directors
- The company’s Independent Directors and External Auditors hold private sessions at least once a year without the presence of Executive Directors and Management. These communications are conducted through individual meetings or email. During these sessions, the auditors report on and provide professional recommendations based on their review of the company’s financial status, internal control systems, and the effectiveness of their implementation.
- The Company has provided direct contact channels between the Independent Directors and the Internal Audit Manager to facilitate immediate and seamless communication。
- The Internal Audit Manager delivers audit reports to the Independent Directors via email within one month of completion. Furthermore, the manager regularly reports to and communicates with the Directors and Independent Directors at Board of Directors and Audit Committee meetings regarding internal control deficiencies and the progress of subsequent improvement tracking.。
II、Individual communication between independent directors and CPAs in 2024：
| Date | Communication method | Communication matter | Suggestions made by independent directors |
|---|---|---|---|
| 2024.03.12 | Symposium of independent directors and CPAs | 1.The Company’s 2023 consolidated financial report and parent company only financial report.。 | None |
| 2024.11.12 | Symposium of independent directors and CPAs | 1. Explanation of the Company’s consolidated financial report for Q3 2024. 2. Explanation of the Company’s key audit matters. 3. Introduction to future amendments to the laws and regulations of Statement of Auditing Standards No. 600. | None |
III、Individual communication between independent directors and auditing supervisor in 2024 (including pre-meeting)：
| Date | Communication method | Communication matter | Communication results |
|---|---|---|---|
| 2024.03.12 | 5th meeting of the 2nd Audit Committee | 1. Audit implementation status for Q4 2023 2. The Company’s 2023 “Internal Control System Statement.” | 1. Noted; no comments and a report was submitted to the Board of Directors. 2. Approved by all the committee members in attendance, and submitted the motion to the Board for resolution. |
| 2024.05.10 | 7th meeting of the 2nd Audit Committee | 1. Audit implementation status for Q1 2024 | 1. Noted; no comments and a report was submitted to the Board of Directors. |
| 2024.08.09 | 8th meeting of the 2nd Audit Committee | 1. Audit implementation status for Q2 2024 | 1. Noted; no comments and a report was submitted to the Board of Directors. |
| 2024.11.12 | 10th meeting of the 2nd Audit Committee | 1. Audit implementation status for Q3 2024 | 1. Noted; no comments and a report was submitted to the Board of Directors. |
| Job title | Nationality or place of registration | Name | Gender Age | Date of election (appointment) | Term of office | Date of first election | Main working (academic) experiences | Positions concurrently serving in the Company and other companies |
|---|---|---|---|---|---|---|---|---|
| Chairman | R.O.C | Hong-Ting Co., Ltd.. Representative Chiang Yu-Lien | Female, Aged 51-60 | 2023.06.19 | 3 years | 2023.06.19 | Chairman and concurrently the General Manager of Hong-Ting Co., Ltd..; Chairman of Lian-Chuang Enterprise Co., Ltd.; Chairman and concurrently the General Manager of Zhou-Ting Property Co., Ltd.; M.S. in Finance and Taxation, National Kaohsiung University of Science and Technology | Chairman and concurrently the General Manager of Hong-Ting Co., Ltd..; Chairman and concurrently the General Manager of Zhou-Ting Property Co., Ltd. |
| Director | R.O.C | Dai Wan Shiung Ching Co., Ltd. Representative: Hung Kuo-Chin | Male Aged 51–-60 | 2023.06.19 | 3 years | 2023.06.19 | Lawyer of Chien Yeh Law Offices; lecturer at National Pingtung University of Education; lecturer of EMLBA, National University of Kaohsiung; Master of Law, National Kaohsiung University | Attorney-at-law at Justice-Track Law Office |
| Director | R.O.C | Dai Wan Shiung Ching Co., Ltd Representative: Su Cheng-Hui | Male Aged 41–50 | 2023.06.19 | 3 years | 2023.06.19 | Assistant Manager of Deloitte & Touche; Deputy General Manager of finance, accounting and administration, Logah Technology Corporation; Deputy General Manager of finance, accounting and administration, CD Star Co., Ltd.; Master of Accounting, National Chung Cheng University | Chief Accountant of Kaohsiung Branch of Legendary & Steadfast Accountancy |
| Independent Director | R.O.C | Huang Hao-Chen | Male Aged 41–50 | 2023.06.19 | 3 years | 2023.06.19 | Professor of Department of Wealth and Taxation Management, College of Management, National Kaohsiung University of Applied Sciences; professor and concurrently deputy dean and acting dean, Department of Public Finance and Taxation, Business Intelligence School, National Kaohsiung University of Science and Technology; Ph.D., Institute of Business Administration, National Taiwan University | Professor of Department of Public Finance and Taxation, Business Intelligence School, National Kaohsiung University of Science and Technology |
| Independent Director | R.O.C | Huang Lung-Sheng | Male Aged 51–60 | 2023.06.19 | 3 years | 2023.06.19 | Assistant professor of Cheng Shiu University; associate professor of Shu-Te University; Ph.D., Department of Civil Engineering, National Cheng Kung University | Professor of Shu-Te University |
| Independent Director | R.O.C | Wang Chien-Chih | Male Aged 51–60 | 2023.06.19 | 3 years | 2023.06.19 | Engineer of Public Housing Division, Taipei City Government; researcher of Sinotech Engineering Consultants, Ltd.; assistant engineer of Department of Engineering, Mass Rapid Transit Bureau, Kaohsiung City Government; | Professor of Cheng Shiu University |