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Corporate Governance

Board of Directors

Duties and Responsibilities of the Board of Directors

"In accordance with the Company Act and the Articles of Incorporation, the Board of Directors is responsible for major corporate decisions, overseeing operations, and handling matters related to personnel and finance, ensuring the company’s sustainable development and the protection of shareholders’ rights and interests. Its primary duties include:"

Business Decisions

Deliberate on the company's business strategies, operational policies, and major initiatives; approve the annual business plan and financial budget; review major investments, fund allocations, and significant external contracts; approve the annual financial statements and profit distribution, and submit them to the shareholders' meeting for approval.

Supervision and Management

Oversee the performance of the General Manager and the management team in executing business operations; establish and maintain internal control and risk management mechanisms; ensure sound corporate governance, legal compliance, and information disclosure; and supervise the rectification of audit findings and internal control deficiencies.

Personnel and Financial Matters

Appoint or dismiss the General Manager and senior executives; review performance and compensation policies; approve significant loans, endorsements, guarantees, and asset disposals; and review major related-party transactions and conflict of interest matters.

Other Statutory and Articles-Authorized Matters

Convene shareholders’ meetings and execute resolutions passed by the shareholders; legally represent the company externally or authorize the Chairman to exercise such powers on behalf of the company.

The Policy for Board Diversity

The Chapter 3 of the Company's "Code of Corporate Governance Practices", which is designed to strengthen the functions of the Board of Directors, has a diversity approach, and Article 20 stipulates that the composition of the Board of Directors should be diversified. The nomination and selection of members of the Company's Board of Directors is based on a candidate nomination system in accordance with the Company's Articles of Incorporation, and the procedures for the election of directors are followed to ensure the diversity of directors.

Diversity management objectives

The Company has formulated the "Code of Corporate Governance Practices" with reference to the Code of Corporate Governance Practices for Listed Companies of the Stock Exchange, and has set out its diversity policy in Article 20. The specific management objectives for diversity for the current (29th) Board of Directors:

  • Respect for gender equality: The Board of Directors shall include at least one female director
  • Expertise and skills: The Board shall have financial or accounting expertise,industry experience, and academic or research experience
  • The Board as a whole should have the following competencies: operationaljudgment, accounting and financial analysis, operational management, crisismanagement, international market perspective, leadership, and decision-making.

Implementation Status

The 29th Board of Directors of our company consists of 8 members, including 3 female directors and 4 independent directors, representing more than 50% of the board seats. These members bring professional management and academic experience, offering expert guidance. Collectively, the board demonstrates operational judgment, accounting and financial analysis, management, crisis handling, international market insight, leadership, and decision-making skills, achieving the established diversity management objectives.

The Board's policy on diversity of membership is disclosed on the Company's website and the MOPS website.

Board of Directors Member Information

Chairman Wen-Yuan Ken

Education and Major
  • Master of Computer science, University of San Francisco,USA
Main Experience
  • Director of Everlight Chemical Industrial Corporation
  • Independent Director of VIA Technologies Inc.
  • Director of Honest Fine Chemical Co., Ltd.
  • Management Staff of Quimax Computer System

Chung-En Investment Co., Ltd. Representative SHU-WAN,TANG

Education and Major
  • MBA, The University of Texas at Arlington Professional licenses
Professional Licenses
  • Internal Auditor, ROC
  • Internal Auditor, USA
  • Tax Management Specialist, USA
  • Management Accountant, USA
  • Human Resource Management Specialist, USA
Main Experience
  • CEO & President, Chinese Strategic Management Accounting Institute ROC
  • Supervisor of Chung Hwa Chemical Industrial Works, Ltd.
  • COO/CFO,Baker McKenzie Taipei
  • Senior Management Consultant,PwC Taiwan
  • Special Assistant to Chairman and President,VIA Tech. Group
  • Planning Director,Solomon Corp

EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION Representative-Chen Ching-Tai

Education and Major
  • National Cheng Kung University Chemical Engineering Master,ROC
Main Experience
  • EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION,Vice President
  • Labour Safety and Health Manager (B) (Occupational Safety and Health Manager)
  • Specified Chemical Substances Operation Supervisor (Hazardous Operation Supervisor)
  • On-site Safety and Health Supervisor
  • Hazardous Workplace Review and Inspection Evaluator

Yi-Ling Feng

Education and Major
  • "Department of Accounting and Statistics, Management, Ming Chuan University
Main Experience
  • Consultant of Taiwan Chunghwa Chemical Industry Co., Ltd.
  • Deputy General Manager of Taiwan Chunghwa Chemical Industry Co., Ltd.
  • Deputy Manager of Accounting, Baoming Enterprises Co., Ltd.

Hsiao-Che Chiang

Education and Major
  • PhD in Chemical Engineering, Worcester Polytechnic Institute
Main Experience
  • Director of Uplus Co.,Ltd.
  • Professor of Department of Chemical and Materials Engineering, National Central University
  • Executive Supervisor of Taiwan Chemical Technology Industry Association
  • Committee member, American Institute of Chemical Engineer separation devision

Pi-Chuan Sun

Education and Major
  • National Taipei University Department of Business Administration PhD
Main Experience
  • SOLAR APPLIED MATERIALS TECHNOLOGY CORP.Independent Director
  • TOPCO SCIENTIFIC Co., Ltd.Independent Director
  • Tatung University Professor
  • Tatung University Accounting Officer
  • Tatung University Director of General Affairs
  • Tatung University Department of Business Administration Department Chair
  • Tatung University Department of Business Administration Dean

Yu-Chun Liu

Education and Major
  • NCCU Institute of Accounting Master's
Professional Licenses
  • Certified Public Accountant of the Republic of China (CPA, ROC)
Main Experience
  • Taiwan Think Tank Association Founding Chairman
  • Taipei City Association of Certified Public Accountants Board Supervisor
  • The Chinese Association of Tax Agents Board Supervisor
  • ADVANCEDTEK INTERNATIONAL CORP. ERP System Implementation Consultant Manager
  • KPMG Taiwan Audit Manager and Knowledge Management Manager
  • Anjie United CPA Firm Accountant
  • Anjie Financial and Accounting Management Consulting Limited Chairwoman
  • GLORIA & PARTNERS LTD. Founder and CEO
  • Mega Securities Auditor
  • Ministry of Health and Welfare, Department of Medical Affairs, Medical Institution Financial Report Review and Counseling Visit Committee Member
  • Ministry of Health and Welfare, Social and Family Affairs Administration, Disability Welfare Institutions Evaluation Committee Member
  • New Taipei City Autism Service Association Chairperson
  • United Way of Taiwan Supervisor and Audit Committee Member

Hsiao-Kang Ma

Education and Major
  • PhD in Mechanical Engineering, University of Illinois, Chicago, USA
Main Experience
  • Independent Director of Ho-Ping Power Company
  • Independent Director of Data Image Co., Ltd.
  • Independent Director of Chung Hwa Pulp Corporation
  • President of Taiwan Carbon Capture Storage and Utilization Association (TCCSUA)
  • President of Taiwan Association of Environmental and Resource Economics
  • FIAAM Fellow
  • Former professor of Department of Mechanical Engineering, National Taiwan University
  • Former Researcher of the Center for Climate Change and Sustainable Development, National Taiwan University
  • Environmental Impact Assessment Committee of Environmental Protection Department

The company’s Directors’ Achievement of Diversity is as Follows:

AgeTenure of Independent Director Industry Experience
Name of DirectorGenderWith employee StatusUnder 60 years old61-70Above 71 years oldUnder 3 years6-9 yearsChemicalInformationElectronicsFinance and accounting
Wen-Yuan KanMaleXV––VV
Yi-Ling FengFemaleXVV–V
Ching_Tai ChenMaleXVV–VV
Shu-Wan TangMaleXV––VV
Hsiao-Che Chiang
(Independent Director)		MaleXVV
Pi-Chuan Sun
(Independent Director)		FemaleXVV
Yu-Chun Liu
(Independent Director)		FemaleXVVV
Hsiao-Kang Ma
(Independent Director)		MaleXVV
  • Gender Male
  • With employee Status X
  • Age 61-70
  • Tenure of Independent Director
  • Industry Experience Information, Chemical
  • Gender Female
  • With employee Status X
  • Age 61-70
  • Tenure of Independent Director Under 3 years
  • Industry Experience Chemical
  • Gender Male
  • With employee Status X
  • Age 61-70
  • Tenure of Independent Director
  • Industry Experience Electronics, Finance and accounting
  • Gender Male
  • With employee Status X
  • Age 61-70
  • Tenure of Independent Director Under 3 years
  • Industry Experience Chemical , Finance and accounting
  • Gender Male
  • With employee Status X
  • Age Above 71 years old
  • Tenure of Independent Director
  • Industry Experience
  • Gender Male
  • With employee Status X
  • Aged 71 and over
  • Tenure of Independent Director 6-9 years
  • Industry Experience
  • Gender Female
  • With employee Status X
  • Age 61-70
  • Tenure of Independent Director Under 3 years
  • Industry Experience
  • Gender Female
  • With employee Status X
  • Age under 60 years old
  • Tenure of Independent Director Under 3 years
  • Industry Experience Finance and Accounting

Independence of board of directors

本公司第 29 屆董事會成員由8位董事所組成，其中4位為獨立董事（佔董事會席次50%以上），公司之董事間不超過二人具有配偶或二親等以內之親屬關係。

Qualification
Have more than five years of work experience and the following professional qualifications
NameLecturer or above in public or private colleges and universities in business, legal affairs, finance, accounting or related subjects required for company businessJudges, prosecutors, lawyers, accountants or other professional and technical personnel who have passed the national examination and obtained certificates required for company businessRequired work experience in business, legal, finance, accounting or corporate matters
Wen-Yuan KanV
Yi-Ling FengV
Shu-Wan TangVV
Ching_Tai Chen
Hsiao-Che ChiangVV
Hsiao-Kang MaV
Pi-Chuan SunV
Yu-Chun LiuVV
Have more than five years of work experience and the following professional qualifications
  • Hsiao-Che Chiang
  • Pi-Chuan Sun
  • Hsiao-Kang Ma
  • Shu-Wan Tang
  • Yu-Chun Liu
  • Wen-Yuan Kan
  • Yi-Ling Feng
  • Shu-Wan Tang
  • Hsiao-Che Chiang
  • Yu-Chun Liu

Performance Evaluation

本公司已於2020/8/11 董事會通過修訂「董事會績效評估辦法」，本公司每年定期執行董事會績效內部評估，評估期間為每年1月1日至12月31日；每三年由外部專業獨立機構或外部專家學者團隊執行評估一次。

本公司2024年董事會運作績效評估採內外部並行：內部評估以問卷方式完成，外部評估以問卷與專家訪談方式進行。

2023年度內部評估已於2024年2月完成，並提報同年2月20日董事會；2024年度內外部評估結果則於2025年2月19日董事會提具報告。

Evaluation Cycle and Period

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ProjectExecution CycleEvaluation periodExecuting UnitFile Download
Internal Board of Directors Performance Evaluation
At least once a year

2022/01/01 – 2022/12/31

2023/01/01 – 2023/12/31

2024/01/01 – 2024/12/31

The Company's Nomination Committee
Internal Evaluation Report for 2022

Internal Evaluation Report for 2023

Internal Evaluation Report for 2024
Evaluation by an external professional independent agency
At least once every three years

2020/11/01 – 2021/10/31

2023/11/01 – 2024/10/31

Chinese Corporate Governance Association (CCGA)
External Evaluation Report for 2021

External Evaluation Report for 2022
ProjectEvaluation cycleEvaluation ScopeEvaluation methodEvaluation contentExecuting Unit/Personnel
Internal evaluationOnce a yearThe whole Board of DirectorsInternal self-evaluation
Board of Directors Performance Evaluation Self-Assessment Questionnaire		1.Level of participation in the Company’s operations
2. Improvement of the quality of the Board of Director' decision-making
3. Composition and structure of the Board of Directors.
4. Election and ongoing education of directors
5. Internal Control		Nominating Committee
Individual directorsBoard Self-Evaluation
(Board Member Performance Evaluation Self-Assessment Questionnaire)		1. Director’s awareness toward the Company’s goals and missions
2. Director’s awareness to duties
3. Level of participation in the Company’s operations
4. Management and communication of internal relations
5. Professionalism and ongoing education of directors
6. Internal Control		Director
Independent Director
Functional CommitteesInternal self-evaluation
(Functional Committee Performance Evaluation Self-Assessment Questionnaire)		1.Level of participation in the Company’s operations
2.Responsibilities and duties of Functional Committee
3.Improvement of the quality of decisions made by Functional Committees
4.Composition of Functional Committees and selection of members
5. Internal Control		Nominating Committee
External evaluationOnce every 3 years
      Self-evaluation by the rated company
      Preliminary review by association commissioner
      Written review by the evaluation committee
      Interviews with evaluation committee members and association specialists
1.Composition of the Board of Directors
2. Guidance of the Board of Directors
3. Authorization by the board of directors
4. Supervision by the Board of Directors
5. Communication with the Board of Directors
6. Internal Control and Risk Management
7. Self-discipline of the board of directors
8. Others (board meetings, support systems, etc.)		Chinese Corporate Governance Association (CCGA)

Evaluation scope

The whole Board of Directors

Evaluation method

Board of Directors Performance Evaluation Self-Assessment Questionnaire

Evaluation content

1.Level of participation in the Company’s operations
2. Improvement of the quality of the Board of Director' decision-making
3. Composition and structure of the Board of Directors.
4. Election and ongoing education of directors
5. Internal Control

Executing Unit/Personnel

Nominating Committee

Evaluation scope

Individual directors

Evaluation method

(Board Member Performance Evaluation Self-Assessment Questionnaire)

Evaluation content

1. Director’s awareness toward the Company’s goals and missions
2. Director’s awareness to duties
3. Level of participation in the Company’s operations
4. Management and communication of internal relations
5. Professionalism and ongoing education of directors
6. Internal Control

Executing Unit/Personnel

Director/Independent director

Evaluation scope

Functional Committees

Evaluation method

(Functional Committee Performance Evaluation Self-Assessment Questionnaire)

Evaluation content

1.Level of participation in the Company’s operations
2.Responsibilities and duties of Functional Committee
3.Improvement of the quality of decisions made by Functional Committees
4.Composition of Functional Committees and selection of members
5. Internal Control

Executing Unit/Personnel

Nominating Committee

Evaluation scope

Board of Directors and Functional Committees

Evaluation method

Self-evaluation by the rated company
Preliminary review by association commissioner
Written review by the evaluation committee
Interviews with evaluation committee members and association specialists

Evaluation content

1.Composition of the Board of Directors
2. Guidance of the Board of Directors
3. Authorization by the board of directors
4. Supervision by the Board of Directors
5. Communication with the Board of Directors
6. Internal Control and Risk Management
7. Self-discipline of the board of directors
8. Others (board meetings, support systems, etc.)

Executing Unit/Personnel

Chinese Corporate Governance Association (CCGA)