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Corporate Governance

Corporate Governance

Board of Directors

Board Organization:
The current Board comprises seven directors, including three independent directors. The composition, number of seats, and election methods for independent directors comply with applicable regulations. Rules of procedure ensure transparency in corporate governance. Annual training is arranged for board members to enhance their expertise in environmental, economic, and social sustainability issues, strengthening the highest governance body.
Directors, ranging from four to seven, are elected by the shareholders’ meeting from legally capable individuals for a three-year term, with eligibility for re-election.

Board Responsibilities:
  1. Formulating business plans.
  2. Approving annual financial reports.
  3. Establishing or amending the internal control system per Article 14-1 of the Securities and Exchange Act.
  4. Establishing or amending procedures for significant financial activities (e.g., asset acquisition/disposal, derivatives trading, fund lending, endorsements, or guarantees) per Article 36-1 of the Securities and Exchange Act.
  5. Issuing or privately placing equity-related securities.
  6. Appointing or dismissing heads of finance, accounting, or internal audit.
  7. Approving donations to related parties or significant donations to non-related parties.
  8. Addressing matters requiring shareholders’ or board resolution under Article 14-3 of the Securities and Exchange Act, other laws, the Articles of Incorporation, or regulatory mandates.

Board Members
Title Name Professional Qualifications and Experience (Note 1) Independence Status Number of Other Public Companies Were Serving as Independent Director
Chairman Ou Cheng-Ming
  1. Over 5 years of experience in commerce, law, finance, or business;
  2. Currently Chairman of Huanlong Technology Co., Ltd.;
  3. Independent Director at Shuntian Construction Co., Ltd. and Lilong Electronics Co., Ltd.;
  4. Former Deputy GM at Huanlong Electrical Co., Ltd
 Note 2 2
Director Shen Pei-Sheng
  1. Over 5 years of experience in commerce, law, finance, or business;
  2. Currently serving as the CEO of the company, CEO of Lightel Technologies Inc., Chairman of Lightel Technology (Shenzhen) Co., Ltd., Shenzhen Meilade Technology Co., Ltd., Aleddra Inc., and Chairman and General Manager of Yelica Corporation.
  3. Currently the General Manager of Lailing Technology Co., Ltd.
 Note 2 0
Director Space Shuttle High-Speed Fax Information Technology Co., Ltd.
Rep: Lin Tzu-Hsin
  1. Over 5 years of experience in commerce, law, finance, or business;
  2. Currently serving as the Finance Manager of Space Shuttle High-Speed Fax Information Technology Co., Ltd.
 Note 2 0
Director Taiwan Hon Chuan Enterprise Co., Ltd.
Rep: Chuang Gui-Ching
  1. Over 5 years of experience in commerce, law, finance, or business;
  2. Bachelor of Science in Chungyo Institute of Technology;
  3. Master of Business Administration from the Graduate Institute of Finance, Tunghai University
  4. Vice President of Finance at Hon Chuan International Co., Ltd.
 Note 2 0
Independent Director Yen Wen-Pi
  1. Over 5 years of experience in commerce, law, finance, or business;
  2. Currently serving as an Independent Director at Hua Yang Precision Machinery Co., Ltd.
  3. Certified Public Accountant at Ernst & Young Accounting Firm
 Note 3 2
Independent Director Hu Sheng-Yi
  1. Over 5 years of experience in commerce, law, finance, or business;
  2. Current Director of the Industrial Finance Division, Taiwan Institute of Economic Research
  3. Current Adjunct Associate Professor, Department of Business Administration, Tunghai University
  4. Former Chief Vice President of Mega International Commercial Bank
  5. Former Director of Shin Kong Securities Investment Trust Co., Ltd.
  6. Former Independent Director of Shin Kong Life Insurance Co., Ltd.
  7. Former Independent Director of Shin Kong Bank
  8. Former Independent Director of Ingenium Technology Co., Ltd.
 Note 3 0
Independent Director Hsu Ming-Hsien
  1. Over 5 years of experience in commerce, law, finance, or business;
  2. Current Director of Nan Pao Resin Chemical Industrial Co., Ltd.
  3. Current CEO of Nan Pao Resin Chemical Industrial Co., Ltd.
  4. Former Vice President of Planning Department, Nan Pao Resin Chemical Industrial Co., Ltd.
 Note 3 0
Note 1: None have circumstances under Article 30 of the Company Act.
Note 2: No violations of independence requirements under the Securities and Exchange Act among directors.
Note 3: Independence is regularly reviewed. The three independent directors, their spouses, and relatives within the second or third degree do not hold 1% or more of the company’s shares or rank among the top 10 shareholders. They do not serve as directors, supervisors, or employees of the company or affiliates, nor provide auditing or professional services beyond their roles, meeting independence standards.

Implementation of Board Diversity Policy:
To enhance corporate governance and board structure, the company promotes diversity, believing it improves performance. Elections prioritize merit, gender equality, and required knowledge, skills, integrity, and competencies. Candidates are approved by the Board and elected at the shareholders’ meeting.

The current Board includes seven directors, with three independent directors. Diversity details are as follows:
Title Chairman Director Legal Representative of the Board Legal Representative of the Board
Term: Feb 22, 2024 – Jul 16, 2024		 Legal Representative of the Board
Term: From Jul 16, 2024		 Independent Director
Name Ou Cheng-Ming Shen Pei-Sheng Lin Tzu-Hsin Dai Jia-Chi Chuang Gui-Ching Hu Sheng-Yi Hsu Ming-Hsien Yen Wen-Pi
Gender Male Male Female Female Female Male Male Male
Nationality ROC ROC ROC ROC ROC ROC ROC ROC
Age 81-90 61-70 51-60 21-30 61-70 81-90 61-70 61-70
Employee Statute   V          
Industry Experience / Professional Skills
Operational Judgment V V V V V V V V
Accounting & Financial Analysis V V V V V V V V
Management V V V V V V V V
Crisis Management V V V V V V V V
Industry Knowledge V V V V V V V V
Global Market Perspective V V V V V V V V
Leadership V V V V V V V V
Decision-Making V V V V V V V V
Legal Expertise           V   V
Risk Management V V V V   V V V

Specific Management Goals and Achievements:
The Board comprises seven directors, including three independent and four non-independent directors, all esteemed professionals from industry and academia. Directors serving as managers do not exceed one-third of seats. The company aims for gender equality, targeting at least 33% female directors. Currently, males account for 71% (5 directors) and females 29% (2 directors). Efforts will continue to increase female representation.

Board Operations:
Term: From October 23, 2023, to October 22, 2025. As of December 3, 2024, the Board has held 13 meetings. The attendance of the Board members is as follows:
Title Name Actual Attendance (B) Proxy Attendance Required Attendance (A) Attendance Rate (B/A)  Remarks
Chairman Ou Cheng-Min 12 1 13 92% Elected on October 23, 2023; required to attend 13 meetings during the disclosure period.
Director Shen Pei-Sheng 13 0 13 100% Elected on October 23, 2023; required to attend 13 meetings during the disclosure period. 
Director Weng Sheng-Chia 1 0 2 50% Elected 2023/10/23; resigned 2023/12; required to attend 2 meetings
Director Dai Jia-Chi 4 0 4 100% Elected on February 22, 2024; required to attend 4 meetings during the disclosure period. Succeeded Chuang Gui-Ching as Legal Representative of the Board on July 16, 2024.
Director Chuang Gui-Ching 3 1 4 75% Elected on July 16, 2024; required to attend 4 meetings during the disclosure period.
Director Lin Tzu-Hsin     8 0 8 100% Elected on February 22, 2024; required to attend 8 meetings during the disclosure period.
Independent Director Yen Wen-Pi 13 0 13 100% Elected 2023/10/23; required to attend 3 meetings during disclosure period 
Independent Director Hu Sheng-Yi 13 0 13 100% Elected 2023/10/23; required to attend 3 meetings during disclosure period
Independent Director Hsu Ming-Hsien 12 1 13 92% Elected 2023/10/23; required to attend 3 meetings during disclosure period 

Board Performance Evaluation:
Evaluation Scope Period Method Content Results Reported to Board
Directors 112.01.01
~
112.12.31		 Internal Self-Evaluation
Six aspects:
  1. Company goals,
  2. Duty awareness,
  3. Operational involvement,
  4. Internal relations,
  5. Professional development,
  6. Internal controls
 Average score: 4.55/5; good results, reflecting enhanced director effectiveness 113.04.30
Board 112.01.01
~
112.12.31		 Internal Self-Evaluation
Five aspects:
  1. Operational involvement,
  2. Decision quality,
  3. Composition and structure,
  4. Election and training,
  5. Internal controls
Average score: 4.5/5; good results, reflecting enhanced board effectiveness 113.04.30
The 2023 self-evaluation scores ranged between 5 ("Excellent/Strongly Agree") and 4 ("Good/Agree"), indicating strong performance, compliance with governance standards, and effective support for shareholder rights
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