Corporate Governance Operation

HOME ESG Performance Corporate Governance Operation
Directors' principal experience (education) and positions now concurrently held in the Company and in other companies.
Term Title Name Principal education Experience Positions now held concurrently in the Company and in other companies
23rd
term		 Chairman

Liu, Wei-Lung

 College of Law, National Taiwan University Chairman of Lungyen Life Service Corporation Director of Taisun Enterprise Co., Ltd.,

Chairman of Long Bon International Co., Ltd.

Chairman of Baosheng Investment Co., Ltd.

Chairman of Reiju Construction Co Ltd.
Director Han, Tai-Sheng Department of Physics, Tamkang University Chairman of Evga Corporation Director of Taisun Enterprise Co., Ltd.,

Chairman of Evga Corporation
Director

Liu, Huang-Chi

      
Director

Yang, Wen-Ching

      
Director

Chen, Nuo-Hua

 University of British Columbia, Canada, Bachelor Degree, Supervisor of Taisun Enterprise Co.,Ltd. Director of Taisun Enterprise Co., Ltd., Supervisor of Pin-Tai Distribution Enterprise Co., Ltd., Supervisor of Pioneer Traffic Co. Ltd., Director of Taisun Yuan Co., Ltd., Chairman and General Manager of Taisun Enterprise (Zhangzhou) Foods Co., Ltd., Chairman of Hongqiang Co., Ltd.
Director

Fu, Chen-Hsiang

  

 

  
Independent Director

Hsiao, Sheng-Hsien

       
Independent Director Chen, Wei-Yu      
Independent Director Huang, Hui-Ping      
22nd
term		 Chairman Chan Ching-Chao Utah State University, Master Degree,

Entrepreneur Management Research Class, Department of Business Management, National Chengchi University

 General manager of Taisun Enterprise Co., Ltd.,

Independent Director of Super Dragon Technology Co., Ltd.

Director of CVS.COM Co., Ltd.

 Chairman/General Manager of Taisun Enterprise Co., Ltd., Chairman of Pin-Tai Distribution Enterprise Co., Ltd., Chairman of Taisun Yuan Co., Ltd, Chairman of TAISUN (CAYMAN) INVESTMENT LTD., Director of Pioneer Traffic Co. Ltd., Director of Taiwan Niko Mart Co., Ltd., Director of Taisun Enterprise (Zhangzhou) Foods Co., Ltd., Director of Central Union Oil Corp., Ltd., Director of Taiwan FamilyMart Co., Ltd.
Vice Chairman Chan Yi-Houg California State University Fullerton, Bachelor Degree

Entrepreneur Management Research Class, Department of Business Management, National Chengchi University

 Chairman of Taisun Enterprise Co., Ltd.,

Supervisor of Info-Tek Corporation

 Chairman of Taisun Enterprise Co., Ltd., Chairman of Pin-Tai Distribution Enterprise Co., Ltd., Director/General Manager of Pioneer Traffic Co. Ltd., Director of Taisun Yuan Co., Ltd., Supervisor of Taisun Enterprise (Zhangzhou) Foods Co., Ltd., Director of Central Union Oil Corp., Ltd., Director of Taiwan FamilyMart Co., Ltd., Independent Director of Gigabyte Technology Co., Ltd., Chairman of Taiwan Vegetable Oil Manufacturers Association
Director Chan Hao-Jun University of British Columbia, Canada, Bachelor Degree, Supervisor of Taisun Enterprise Co.,Ltd. Director of Taisun Enterprise Co., Ltd., Supervisor of Pin-Tai Distribution Enterprise Co., Ltd., Supervisor of Pioneer Traffic Co. Ltd., Director of Taisun Yuan Co., Ltd., Chairman and General Manager of Taisun Enterprise (Zhangzhou) Foods Co., Ltd., Chairman of Hongqiang Co., Ltd.
Director Liu Wei-Lung College of Law, National Taiwan University Chairman of Lungyen Life Service Corporation Director of Taisun Enterprise Co., Ltd.,

Chairman of Long Bon International Co., Ltd.

Chairman of Baosheng Investment Co., Ltd.

Chairman of Reiju Construction Co Ltd.
Director Han Tai-Sheng Department of Physics, Tamkang University Chairman of Evga Corporation Director of Taisun Enterprise Co., Ltd.,

Chairman of Evga Corporation
Independent Director Chen Min-Hsun MBA, Drucker School of Management,

Claremont Graduate University, USA

B.S., Business (Financial Management), University of Southern California

 CEO of Taipei Management Center, E United Group

Vice Chair, Decision Management Committee, E United Group

Chairman of E-da Royal Hotel Company Ltd.

Chairman of Taipei Financial Center Corp.

Chairman of China Development Financial Holding Corporation

 Independent Director/Member of the Compensation Committee of Taisun Enterprise Co., Ltd.

Chairman of Minli Investment Co., Ltd.
Independent Director Li Ming-Hui Stevens Institute of Technology, Master of Business Administration General Manager, MasterLink Securities Corporation

General Manager of Taiwan International Securities Co., Ltd.

General Manager of Huan Nan Securities

Director of Taiwan Securities Association (2nd and 3rd terms)

Director

 Independent Director/Member of the Compensation Committee of Taisun Enterprise Co., Ltd.

Chairman of MasterLink Securities Corporation
Independent Director Tu Ying-Ta College of Law, National Taiwan University Prosecutor, Taiwan New Taipei District Prosecutors Office

Prosecutor, Taiwan Taipei District Prosecutors Office

Attorney-in Charge, Tianjian Law Firm

Partner, Ting & Associates Attorneys at Law

 Independent Director/Member of the Compensation Committee of Taisun Enterprise Co., Ltd.

Attorney-in Charge, Dazhen Law Firm
Information on the operation of the Board of Directors

As of August 24, The Board of Directors met 10 times during 2022. The attendance of directors and supervisors is as follows:

Term Job title Name (Note 1) Actual number of seats (B) Number of delegates attending Actual attendance rate

(%) [B/A] (Note 2)

 Remarks
23rd term Chairman Representative of Long Bon International Co., Ltd.: Liu Wei-Lung 6 0 100% 2023/5/31

Appointed
Director Representative of Long Bon International Co., Ltd.: Han Tai-Sheng 6 0 100%
Director Liu, Huang-Chi 5 1 83%
Director Yang, Wen-Ching 5 1 83%
Director Hongqiang Co., Ltd.

Representative: Chan Hao-Jun

 2 0 100%
Director Fu, Chen-Hsiang 2 0 100%
Independent Director Hsiao, Sheng-Hsien 6 0 100%
Independent Director Chen, Wei-Yu 6 0 100%
Independent Director Huang, Hui-Ping 5 0 83%
22nd term Chairman Representative of Jing Xun Investment Industrial Corporation Limited: Chan Ching-Chao 4 0 100%

2023/5/31

Discharged of term of office
Director Shen Yang Investment Corporation Limited

Representative: Chan Yi-Houg

 4 0 100%
Director Hongqiang Co., Ltd.

Representative: Chan Hao-Jun

 4 0 100%
Director Huang-Qiao-Lin Business Co., Ltd.

Representative: Yin Chang-Chung

 4 0 100%
Director Representative of Long Bon International Co., Ltd.: Liu Wei-Lung 4 0 100%
Director Representative of Long Bon International Co., Ltd.: Han Tai-Sheng 4 0 100%
Independent Director Chen Min-Hsun 4 0 100%
Independent Director Li Ming-Hui 4 0 100%
Independent Director Tu Ying-Ta 4 0 100%
Other matters to be recorded:

I.     If the operation of the Board of Directors falls into one of the circumstances, the date and duration of the meeting, details of proposals, the opinions of all independent directors and how the Company deals with such opinions:

(I)        Matters listed in Article 14-3 of the Securities and Exchange Act: The Company set up independent directors and established an Audit Committee on April 25, 2016.
In 2021 and up until March 31, 2022, a total of 16 Board meetings were held. The resolutions are detailed on pages 77-80 of the annual report. The audit committee passed all motions without objecting to the matters listed in Article 14-3 of the Securities and Exchange Act.

(II)       In addition to the previous matters, other board meeting decisions that have been opposed or faced reservations by independent directors and have records or written statements: None.

II.    Recusal of the Directors from motions involving their private interest, specify the names of the Directors, the content of the motions, the reason for recusal, and the participation in voting:

Please refer to Note 1 on page 34 of the annual report.

III.  TWSE / TPEx Listed Companies should disclose the evaluation cycle and period, assessment scope, method and evaluation content of the board’s self (or peer) evaluation: Please refer to Note 2 on page 35 of the annual report.

IV. The objective for fortifying the function of the Board in the current year and the most recent year (e.g., setting up an audit committee, improving information transparency, etc.) and the assessment of the status of implementation:

(I)         The Company established an audit committee on April 25, 2016.

(II)       In 2021 and as of the printing date of the annual report, and in accordance with the Company Act, Article 14-3 of Securities and Exchange Act, Article 14-5, etc., the Company’s proposals shall be submitted to the audit committee for approval or the resolution of the Board of Directors. After the approval of the audit committee, it is sent to the Board of Directors for resolution and implementation. (It is not necessary to submit the proposal approved by the audit committee first, and then directly submit the resolution to the Board of Directors for implementation.)

(III)     In line with the competent authority’s promotion of the new corporate governance roadmap to effectively perform the functions of the Board of Directors, the Company’s Board meeting held on March 8, 2021 resolved the motion for setting up a dedicated corporate governance unit and recommendations for a manager. Mr. Liu Wei-Chen was appointed to serve as the corporate governance manager.

(IV)     Enhance information transparency

1.      Material information has been released simultaneously in English since January 1, 2021.

2.      The Company uploaded its English annual financial report 16 days before the 2021 annual meeting of shareholders

3.      From 2021, the Company discloses its English interim financial report within 2 months after the filing of its Chinese interim financial report is due.
Directors' continuing education in 2021
Name Date of education Theme Organizer Certificate No.
Chan Yi-Houg 2021/3/15

3 hours

 Exploration of Remuneration Issues for Employees and Directors – From the Amendment to Article 14 of the Securities and Exchange Act Taiwan Corporate Governance Association TCGA11000556
2021/6/7

3 hours

 Investigation of “Fund Flow” in Financial Report Fraud Cases and Discussion of Related Legal Liability Cases Accounting Research and Development Foundation of the Republic of China (110) Kuai-Jiao (Shu) No.1016030
2021/6/18

3 hours

 Legal Responsibility and Practical Case Studies of Insider “Short-Term Trading” Accounting Research and Development Foundation of the Republic of China (110) Kuai-Jiao (Act) No.1019012
Chan Ching-Chao 2021/3/23

3 hours

 “Elite Institute of Independent Directors” – [Independent Directors and Corporate Governance Master Class] – Strengthening Board Functions from Corporate Governance 3.0 Taiwan Independent Director Association (110) Tai-Zheng-Zhi-Li-Zi No.001351

(110) Zheng-Gui-Jian-Zi No.0000612
2021/8/10

3 hours

 [Online Educational Course for Directors and Supervisors (Independent Directors) & Corporate Governance Managers] – How to Analyze Financial Statements and Seize Corporate Risk Management Taiwan Independent Director Association (110) Tai-Zheng-Zhi-Li-Zi No.0012963

(110) Zheng-Gui-Jian-Zi No.0007099
Chan Hao-Jun 2021/6/2

6 hours

 Common Deficiencies of Internal Audits in a Company, Legal Liability and Case Analysis Accounting Research and Development Foundation of the Republic of China (110) Kuai-Jiao (Ji) Zi No. 1012016
Chan Pei-Shan 2021/3/15

3 hours

 Advanced Seminar for Directors and Supervisors (Including independent Directors) & Corporate Governance Managers – 2021 Economic Outlook and Industry Trends The Securities and Futures Market Development Foundation of the Republic of China (110) Zhen-Ji Director/Supervisor Renewal No.00273
2021/4/16

3 hours

 The Only Insurance that Means Corporate Governance – Information Security Insurance Taiwan Corporate Governance Association TCGA11001060
Wu Chieh-Hsin 2021/9/1

3 hours

 Advanced Seminar for Directors and Supervisors (Including independent Directors) & Corporate Governance Managers – Taiwan Renewal Energy Market & Trends The Securities and Futures Market Development Foundation of the Republic of China (110) Zheng-Ji Director/Supervisor Renewal No.01399
2021/11/2

3 hours

 Directors and Supervisors Should Understanding the Commercial Case Adjudication Act and Court Trial Trends Taiwan Corporate Governance Association TCGA11006796
Hsu Yung-Chang 2021/6/9

3 hours

 Corporate Governance Lecture (No.83) Taiwan Academy of Banking and Finance (110) Jin-Fa-Zheng-Zi No.CG300130083017
2021/9/1

3 hours

 The 13th Taipei Corporate Governance Forum FSC (110) Corporate-Governance-Director-Supervisor-Zi No.01091
Sun Chu-Wei 2021/8/13

3 hours

 Red Flags of Misrepresentation of Financial Reports Taiwan Corporate Governance Association TCGA11003705
2021/8/20

3 hours

 A Lesson Directors and Supervisors Should Understand: Global Risk Awareness Taiwan Corporate Governance Association TCGA11004059
Li Ming-Hui 2021/8/6

3 hours

 [Online Educational Course for Directors and Supervisors (Independent Directors) &Corporate Governance Managers] – Practical Operations of Shareholders’ Meetings of Listed Companies and Case Study Taiwan Independent Director Association (110) Tai-Zheng-Zhi-Li-Zi No.012963

(110) Zheng-Gui-Jian-Zi No.0007099
2021/9/8

3 hours

 Analysis of Business Mergers & Acquisitions Act and Case Study Director of Taiwan Securities Association 23212
2021/9/28

3 hours

 Board of Directors and Supervisors Operation and Corporate Governance Workshop Taiwan Academy of Banking and Finance (110) Jin-Fa-Zheng-Zi No.CG300220085020
Important resolutions of the 2021 shareholders meeting
Date Meeting type Important resolutions Implementation status
2021/8/18 Shareholders’ Meeting (1)    Acknowledged the motion for 2020 business report and financial statements.

(2)    Acknowledged the motion for 2020 earnings distribution.

(3)    Motion for passing the amendments to the Company’s Rules of Procedure for Shareholders Meetings.

(4)    Motion for passing the amendments to the Company’s Methods for the Election of Directors.

 (1)    Relevant forms have been submitted to the competent authority for inspection and announcement in accordance with Company Act and other relevant laws and regulations.

(2)    The Company’s net profit after tax in 2020 was NTD 851,077,855. According to the resolution of the shareholders meeting, the dividend per share was NTD 1.4. The ex-dividend date was set on September 28, 2021, and the payment was fully completed on October 21, 2021.

(3)    Effective from the resolution of the shareholders’ meeting and has been announced on the Company’s website.

(4)    Effective after the resolution of the shareholders meeting.
2021/12/16 1st Extraordinary general meeting (1)    Passed the amendment to the Company’s “Articles of Incorporation”.

(2)    Re-election of directors (including independent directors).

(3)    Passed the motion for removal of the non-compete clause for newly elected directors (including independent directors) and their representatives.

 (1)    Effective from the resolution of the shareholders’ meeting and has been announced on the Company’s website.

(2)    The elected directors and independent directors were approved for registration by the Ministry of Economic Affairs on January 19, 2022 and was announced on the Company’s website.

(3)    Effective after the resolution of the shareholders meeting.
Important resolutions of the Board of Directors in 2021
2021/12/16 22nd term

1st meeting

(unscheduled meeting)
  1. Passed the motion for the election of the Company’s chairman.
  2. Passed the motion for the election of the Company’s vice chairman.
  3. Questions and Motions
  4. Passed the motion for the appointment of the Company’s general manager.
  5. Passed the motion to authorize the Company’s original representative Chan Yi-Houg to perform business on behalf of the Company during the
  6. Transitional period of change of registration and change of the Company’s seal of the representative at the financial institution.
2021/12/09 21st term

32nd meeting
  1. Passed the motion for the Company’s 2022 business plan.
  2. Passed the motion for the Company’s 2022 audit plan.
  3. Passed the motion for the 2021 year-end bonus for appointed managers.
  4. Passed the motion for the amendment to the Company’s Related Party Transaction Measures.
  5. Passed the motion for fees of CPAs.
  6. Passed the motion for the financing facility from Taipei Fubon Bank.
2021/11/18 21st term

31st meeting
  1. Passed the motion for review of the candidate list of directors (including independent directors) of the 22nd Board.
  2. Passed the motion for the disposal of investment in equity in marketable securities.
2021/11/09 21st term

30th meeting
  1. Passed the motion for the Company’s financial statements for Q3 2021
  2. Passed the motion for the financing facility from Kaohsiung Bank Taipei Branch.
2021/10/28 21st term

29th meeting
  1. Passed the motion for recommendations and review of the candidate list of directors (including independent directors).
2021/10/20 21st term

28th meeting
  1. Passed the motion for the amendment to the Company’s “Articles of Incorporation”.
  2. Passed the motion for the election of directors (including independent directors).
  3. Passed the motion for removal of the non-compete clause for newly elected directors (including independent directors) and their representatives.
  4. Passed the motion for the first extraordinary general meeting-related matters in 2021.
2021/09/03 21st term

27th meeting
  1. Passed the motion for the Company’s distribution of the 2020 cash dividend-related matters.
2021/08/10 21st term

26th meeting
  1. Passed the motion for the Company’s financial statements for Q2 2021
  2. Passed the motion for the motion for the Taisun Enterprise (Zhangzhou) Foods application fund loan amount.
  3. Passed the motion for the financing facility from Bank of Taiwan Taichung Branch.
2021/07/23 21st term

25th meeting
  1. Passed the motion for changing the date of the Company’s 2021 Annual Meeting of Shareholders.
  2. Passed the motion for the financing facility from Hua Nan Bank Savings Branch.
2021/05/11 21st term

24th meeting
  1. Passed the motion for the Compensation Committee to recommend the 2020 distribution of remuneration to directors.
  2. Passed the motion for the Compensation Committee’s recommendations for employee remuneration distribution for managers.
  3. Passed the motion for the Compensation Committee’s recommendations for remuneration to newly appointed corporate governance manager.
  4. Passed the motion for the financing facility from the First Bank Nanjing East Road branch.
2021/03/25 21st term

23rd meeting
  1. Passed the motion for the Company’s 2020 distribution of remuneration to employees.
  2. Passed the motion for the Company’s 2020 distribution of remuneration to directors.
  3. Passed the motion for the 2020 business report and financial statements.
  4. Passed the motion for the 2020 profit distribution table.
  5. Passed the motion for the amendments to the Company’s Regulations Governing Procedure for Board of Directors Meetings.
  6. Passed the motion for the amendments to the Company’s Rules Governing the Scope of Powers of Independent Directors.
  7. Passed the motion for the amendments to the Company’s Audit Committee Charter.
  8. Passed the motion for the amendments to the Company’s Compensation Committee Charter
  9. Passed the motion for the self-assessment result of the Company’s internal control.
  10. Passed the motion for the adjustment of the Company’s CPAs in line with the accounting firm’s internal operation needs.
  11. Passed the motion for the financing facility from Taiwan Cooperative Bank Xinyi Branch.
2021/03/08 21st term

22nd meeting
  1. Passed the motion for the amendments to the Company’s Rules of Procedure for Shareholders Meetings.
  2. Passed the motion for the amendments to the Company’s Methods for the Election of Directors.
  3. Passed the motion for matters in relation to the Company’s 2021 Annual Meeting of Shareholders.
  4. Passed the motion for the establishment of a dedicated corporate governance unit and manager.
2021/01/27 21st term

21st meeting
  1. Passed the motion for 2020 year-end bonus for appointed managers.
  2. Passed the motion for the suggestions on salary adjustment.
  3. Passed the motion for the financing facility from the First Bank Nanjing East Road branch.

Date

 Term

Important resolutions
Important resolutions of the Board of Directors in 2022
Date Term Important resolutions
2022/12/23 22nd term

9th session
  1. Passed the motion for the Company’s 2023 business plan.
  2. Passed the motion for the Company’s 2023 audit plan.
  3. Passed the motion for 2022 year-end bonus for appointed managers.
  4. Passed the motion for the bonus of Company’s General Manager’s Performance Proposal
  5. Passed the motion for the financing facility from the Banks.
2022/12/2 22nd term

8th session
  1. Passed the motion for the Company’s capital expenditure resolution.
  2. Passed the motion for the disposal of the company’s investment in securities.
2022/11/10 22nd  term

7th session
  1. Passed the motion for the Company’s financial statements for Q3 2022
  2. Passed the motion for the Company’s 2022 Q3 profit distribution table.
  3. Passed the motion for the motion for the Taisun Enterprise (Zhangzhou) Foods application fund loan amount.
  4. Passed the motion for the amendments to the Internal Material Information Processing Operations Rules .
  5. Passed the motion for the amendments to the Company’s Regulations Governing Procedure for Board of Directors Meetings.
  6. Passed the motion for the financing facility from Far Eastern International Bank.
2022/8/11 22nd term

6th session
  1. Passed the motion for the Company’s financial statements for Q2 2022
  2. Passed the motion for the Company’s 2022 Q2 profit distribution table.
  3. Passed the motion for the financing facility from Bank of Taiwan Taichung Branch.
2022/5/10 22nd term

5th session
  1. Passed the motion for the Company’s financial statements for Q1 2022
  2. Passed the motion for the Company’s 2022 Q1 profit distribution table.
  3. Passed the motion for the Compensation Committee to recommend the 2021 distribution of remuneration to directors.
  4. Passed the motion for the Compensation Committee’s recommendations for 2021employee remuneration distribution for managers.
  5. Passed the motion for remuneration to the vice general manager.
  6. Passed the motion for the amendments to the Corporate Social Responsibility Rules.
  7. Passed the motion for the financing facility from the Mega Bank Zhongxiao branch.
2022/3/25 22nd term

4th session
  1. Passed the motion for the Company’s 2021 business report and financial statements.
  2. Passed the motion for the Company’s 2021 profit distribution table.
  3. Passed the motion for the self-assessment result of the Company’s internal control.
  4. Passed the motion for the amendments to the Company’s Procedures of the Acquisition or Disposal of Assets.
  5. Passed the motion for the amendment to the Company’s Preparation Process Management Measures for Financial Statements
  6. Passed the motion for the financing facility from DBS Bank Taiwan.
2022/2/25 22nd term

3rd session
  1. Passed the motion for matters in relation to the Company’s 2022 Annual Meeting of Shareholders.
  2. Passed the motion for remuneration to the independent directors of the 22nd Board.
  3. Passed the motion for remuneration to the members of the Compensation Committee of the 5th term.
  4. Passed the motion for remuneration to the members of the 22nd Board.
  5. Passed the motion for remuneration to the general manager.
  6. Passed the motion for remuneration distribution to employees for 2021.
  7. Passed the motion for the establishment of the Company’s 2021 distribution of remuneration to directors.
  8. Passed the motion for the financing facility from financial institutions. including Hua Nan Commercial Bank, etc.
2022/1/25 22nd term

2nd meeting
  1. Passed the motion for the appointment of the Compensation Committee members.
  2. Passed the motion for recognition of the personnel change of vice general manager.
  3. Passed the motion for submission of the personnel change of the spokesperson and acting spokesperson.
  4. Passed the motion for submission of the accounting supervisor change.
  5. Passed the motion for re-assignment of the representative of Taisun (Cayman) Investment Ltd.
Important resolutions of the Board of Directors in 2023
Date Term Important resolutions
2023/11/13 23rd term

7th session
  1. Passed the motion for the Company’s financial statements for Q3 2023
  2. Passed the motion for the Company’s 2023 Q3 profit distribution table.
  3. Passed the motion for the financing facility from the TAICHUNG Bank
  4. Passed the motion for the financing facility from the E.Sun Bank.
  5. Passed the motion for the Case of reassignment of director representative of subsidiary (PIN-TAI DISTRIBUTION ENTERPRISE CO., LTD.)
  6. It is planned to trust the farming and grazing lands of the company’s Beidou Ranch in Changhua to the chairman. And appoint an independent director as a representative to handle land-related registration matters.
  7. Passed the motion for the Accounting supervisor change case.
2023/8/24 23rd term

6th session
  1. Passed the motion filed a lawsuit to against JKO FinTech Co., Ltd. for the return of investment funds of the company.
  2. Passed the motion for chief of staff appointment of the company.
  3. Passed the motion for appointment of Deputy General Manager of Marketing of the Company.
2023/8/11 23rd term

5th session
  1. Passed the motion for the Company’s financial statements for Q2 2023.
  2. Passed the motion for the Company’s 2023 Q2 profit distribution table.
  3. Passed the motion for the the reassignment of the representatives of the directors and supervisors of TAISUN (Cayman), a subsidiary of the company, and Innovation Logistics (Shares) Co., Ltd.
  4. Passed the motion for the financing facility from the SinoPac Bank.
2023/7/18 23rd term

4th session
  1. Passed the motion for appointment and remuneration of the company’s CPA.
  2. Passed the motion for the remuneration proposal of the 23rd session of independent directors and the 6th session of the remuneration committee of the company.
2023/7/10 23rd term

3rd session
  1. Passed the motion for the company’s appointment of members of the remuneration committee.
  2. Passed the motion for the changing the head of corporate governance of the company.
  3. Passed the motion for the the change of the company’s spokesperson.
2023/6/16 23rd term

2nd session
  1. Passed the motion for the 2022 annual surplus distribution proposal.
  2. Passed the motion for the appointment of the company’s chief financial officer.
2023/6/8 23rd term

1st session

Passed the motion for the election of the chairman of the company
2023/5/5 22nd term

13th session
  1. Passed the motion for the 2023 Annual General Meeting of Shareholders Accepting Shareholder Proposals.
  2. Passed the motion for the Company’s 2022 profit distribution table.
  3. Passed the motion for the consolidated financial statement for the first quarter of 2023.
  4. Passed the motion for the Company’s 2023 Q1 profit distribution table.
  5. Passed the motion for the 2022 investment cycle internal control system project review case.

2023/4/20
(2023/5/5
Continuation meeting)

 22nd term

12th meeting
  1. Passed the motion for the 2022 appointed manager employee compensation proposal.
  2. Passed the motion for the 2022 director remuneration proposal.
  3. Passed the motion for the corporate governance executive remuneration proposal.
  4. Passed the motion for the proposal on compensation for the company’s audit supervisor.
  5. Passed the motion for the equity investment case.
  6. Passed the motion for the case of building an additional for the packaging water plant.

22023/3/31

 22nd term

11th meeting
  1. Passed the motion for remuneration distribution to employees for 2022.
  2. Passed the motion for the establishment of the Company’s 2022 distribution of remuneration to directors.
  3. Passed the motion for the Company’s 2022 business report and financial statements.
  4. The transfer case between the audit supervisor and the corporate governance supervisor.
  5. Passed the motion for the self-assessment result of the Company’s internal control.
  6. It is planned to formulate the general principles of the company’s pre-approval non-confirmation service policy.

2023/3/15

 22nd term

10th meeting
  1. Passed the motion for matters in relation to the Company’s 2021 Annual Meeting of Shareholders.
  2. Passed the motion for the financing facility.
The annual work focus of the audit committee

The audit committee aims to assist the Board of Directors in fulfilling its supervisory duties and is responsible for the tasks entrusted to it by the Company Act, the Securities and Exchange Act and other relevant laws and regulations, and for implementing the quality and integrity of accounting, auditing, financial reporting processes, and financial control. The committee is composed of all three independent directors. Independent director Wu Chieh-Hsin serves as the convener, and the committee is held at least once a quarter.
1. The audit committee’s powers and considerations mainly include:
(1) Establishing or amending the internal control system in accordance with the provisions of Article 14-1 of the Securities and Exchange Act.
(2) Evaluation of the effectiveness of the internal control system.
(3) In accordance with the provisions of Article 36-1 of the Securities and Exchange Act, to stipulate or amend the procedures for acquiring or disposing of assets, engaging in derivatives transactions, making loans to others, endorsing or providing guarantees for others, and procedure for major financial operations.
(4) Matters involving directors’ own matters of interest.
(5) Transactions of major assets or derivatives.
(6) Significant capital loans, endorsements, or guarantees.
(7) Raising, issuing, or private placement of equity securities.
(8) Appointment, dismissal, or remuneration of certified public accountants.
(9) Assessment of qualifications and independence of certified public accountants.
(9) Appointment and removal of financial, accounting, or internal audit supervisors.
(10) Financial reports for Q1, Q2 and Q3 and the annual financial reports signed or sealed by the Chairman, managerial officers and Accounting Supervisor.
(11) Self-evaluation questionnaires for audit committee performance evaluations
(12) Other important matters specified by the Company or the competent authority.
Reviews of financial reports
The Board of Directors prepared the Company’s 2022 annual business report, financial statements, and earnings distribution proposals, among which the financial statements were verified by KPMG Taiwan certified public accountants, and a verification report was issued. The above-mentioned business reports, financial statements, and profit distribution proposal have been checked by the audit committee and it was found that there are no discrepancies.
Assess the effectiveness of the internal control system
The audit committee evaluates the effectiveness of the Company’s internal control system policies and procedures (including control measures such as finance, operation, risk management, information security, outsourcing, compliance with laws and regulations). Furthermore, it reviews the Company’s audit department, certified accountants, and management’s regular reports and compliance with laws and regulations. The Audit Committee suggests that the Company’s risk management and internal control system are effective and that the Company has adopted necessary control mechanisms to monitor and address violations.
Appointment of a certified public accountant
(1) The audit committee is assigned the responsibility of supervising the independence of the certified public accounting firm to ensure the fairness of the financial statements.
In order to ensure the independence of the certified public accountant firm, the Audit Committee has developed an independence evaluation form in accordance with Article 47 of the Certified Public Accountant Act and Bulletin No. 10 of the Code of Professional Ethics for Accountants. Regarding the independence, professionalism, and competence of accountants, it assesses whether they are related parties, or have mutual business or financial interests with the Company. The Audit Committee, on March 31, 2023, and the Board of Directors, on March 31, 2023 both approved accountants Tseng Kuo-Yang and Huang Hsin-Ting of KPMG Taiwan as meeting the independence assessment standards and as qualified to serve as accountants for the Company’s financial and tax matters.

Information on the operations of the audit committee

As of August 11, the audit committee met 6 times during 2023 (A), and the attendance of independent directors is as follows:

Term Job title Name Actual attendance (B) Number of delegates attending Actual attendance rate (%)

(Ｂ/Ａ)
4th term Independent Director Chen, Wei-Yu 3 0 100%
Independent Director Hsiao, Sheng-Hsien 3 0 100%
Independent Director Huang, Hui-Ping 3 0 100%
3rd term Independent Director Chen Min-Hsun
(112/5/4 resign)		 3 0 100%
Independent Director Li Ming-Hui 3 0 100%
Independent Director Tu Ying-Ta
(112/5/9 resign)		 3 0 100%

Other matters to be recorded:

  1. If the operations of the audit committee falls under one of the following situations, the date, period, resolution of the proposal, the resolution of the audit committee, and the Company’s handling of the audit committee’s opinions shall be stated.

(I) Matters listed in Article 14-5 of the Securities and Exchange Act:

In 2020 and as of the publication date of the annual report, a total of 6 audit committee meetings were held. The resolutions are detailed on page 26 of the annual report. The audit committee passed without objection the matters listed in Article 14-5 of the Securities and Exchange Act.

(II) Further to the aforementioned matters, motions rejected by the Auditing Committee but passed by the Board at the consent of more than 2/3 of the Directors: None.

  1. For avoidance of conflict of interest by independent directors, the name of independent directors, details of proposals, reasons for avoidance and voting results shall be stated: None.

III. The communication between the Independent Directors and the Chief Internal Auditor and the CPAs (materiality, means, and result of communication on the financial position and operation of the Company should be covered):

  1. In accordance with the 2020 audit plan approved by the Board of Directors, the Company prepares monthly “audit reports” and submits them to each audit committee for review, which has been completed on a monthly basis. It also follows the Regulations Governing Establishment of Internal Control Systems by Public Companies. After the audit report and tracking report are reviewed, they are delivered or notified to independent directors for review, and the audit conclusions and various declaration materials are provided for reference.
  2. Each audit report must track its internal control deficiencies and the improvement of abnormal matters, and make a quarterly tracking report and submit it to each audit committee member.
  3. The head of internal audit attends the audit committee and the Board of Directors on a quarterly basis to report on the audit business, and communicates with independent directors through the audit committee.
  4. The communication between independent directors and the head of internal audit in 2020 is summarized as follows:
Date Communication meeting Communication matters Communicate results
2020/03/26 Audit Committee Tracking report of the audit results for the 4th quarter of 2019

2019 internal control self-assessment results

 No comments at this meeting
2020/05/11 Audit Committee Tracking report of the audit results for the 1st quarter of 2020 No comments at this meeting
2020/08/12 Audit Committee Tracking report of the audit results for the 2nd quarter of 2020 No comments at this meeting
2020/11/11 Audit Committee Tracking report of the audit results for the 3rd quarter of 2020 No comments at this meeting
2020/12/24 Audit Committee 2021 annual audit plan No comments at this meeting
  1. The Company submits the results of financial statements reviewed or audited by the CPAs to the Audit Committee and arranges for communication between the CPAs and independent directors at least once a year.

The communication between independent directors and accountants is summarized as follows:

Date Communication matters Communicate results
2020/01/20 1. Taisun Group 2019 matters of high concern

2. Taisun Group’s key audit items in 2019

3. Future challenges

 No comments at this meeting
2020/12/16 1. Annual audit scope 2. Key audit matters

3. Matters concerned by the competent authorities 4. Other matters requiring attention

5. Updates of important laws

 No comments at this meeting
Important resolutions of the audit committee in 2021
Audit Committee Proposal content Resolution result The Company’s handling of the audit committee’s opinions
2021/12/16

The 1st meeting of the 3rd Committee

(unscheduled meeting)

 Motion for the election of the convener of the 3rd Committee After consulting with the members present at the meeting, Chen Min-Hsun was elected as the convener of this term of Audit Committee.
2021/12/09

The 19th meeting of the 2nd Committee

 1.    Motion for the Company’s 2022 business plan

2.    Motion for the Company’s 2022 audit plan

Motion for fees of CPAs

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
2021/11/09

The 18th meeting of the 2nd Committee

 1.    Tracking report of the audit results for Q3 2021

2.    Analysis reports of aging of accounts receivable and significant amounts for Q3, 2021

Review of the Company’s financial statements for Q1 2021.

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
2021/08/10

The 17th meeting of the 2nd Committee

 1.    Tracking report of the audit results for Q2 2021

2.    Analysis reports of aging of accounts receivable and significant amounts for Q2, 2021

Review of the Company’s financial statements for Q2 2021

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
2021/05/11

The 16th meeting of the 2nd Committee

 1.    Tracking report of the audit results for Q1 2021

2.    Analysis reports of aging of accounts receivable and significant amounts for Q1, 2021

Review of the Company’s financial statements for Q1 2021.

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
2021/03/25

The 15th meeting of the 2nd Committee

 1.    Tracking report of the audit results for Q4 2021

2.    Accountant financial independence assessment report

3.    Analysis reports of aging of accounts receivable and significant amounts

4.    Review of the Company’s 2020 business report and financial statements and earnings distribution table

5.    Motion for the amendments to the Company’s Rules Governing the Scope of Powers of Independent Directors

6.    Motion for the amendments to the Company’s Audit Committee Charter

7.    Motion for the review of the Company’s internal control self-evaluation results

8.    Motion for the adjustment of the Company’s CPAs in line with the accounting firm’s internal operation needs.

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
Important resolutions of the audit committee in 2022
Date Term Important resolutions
2022/12/23 The 8th meeting of the 3rd Committee
  1. Passed the motion for the Company’s 2023 audit plan.
2022/12/02 The 7th meeting of the 3rd Committee
  1. Review of the motion for the disposal of the company’s investment in securities.
2022/11/10 The 6th meeting of the 3rd Committee
  1. Review of the Company’s financial statements for Q3 2022.
  2. Discussion for the Company’s 2022 Q3 profit distribution table.
  3. Passed the motion for the motion for the Taisun Enterprise (Zhangzhou) Foods application fund loan amount..
2022/08/11 The 5th meeting of the 3rd Committee
  1. Review of the Company’s financial statements for Q2 2022.
  2. Discussion for the Company’s 2022 Q2 profit distribution table.
2022/05/10 The 4th meeting of the 3rd Committee
  1. Review of the Company’s financial statements for Q1 2022.
  2. Discussion for the Company’s 2022 Q1 profit distribution table.
2022/03/25 The 3rd meeting of the 3rd Committee
  1. Tracking report of the audit results for the Q4 2021
  2. Report of 2021 annual CPA independence and competency evaluation
  3. Motion for the review of the Company’s 2021 business report and financial statements
  4. Motion for the Company’s 2021 profit distribution table
  5. Motion for the review of the Company’s internal control self-evaluation results
  6. Motion for the amendment to the Company’s Procedures of the Acquisition or Disposal of Assets
2022/01/25 The 2nd meeting of the 3rd Committee
  1. Motion to report the change of head of accounting
2021/12/16 The 1st meeting of the 3rd Committee
(unscheduled meeting)
  1. Motion for the election of the convener of the 3rd Committee
Important resolutions of the audit committee in 2023
Date Term Important resolutions
2023/11/13 The 4th meeting of the 4th Committee
  1. Review of the the motion for the Company’s financial statements for Q3 2023
  2. Review of the the motion for the Company’s 2023 Q3 profit distribution table.
  3. Review of the the motion for Planned to entrust the chairman to register the agricultural with the farming and grazing lands acquired by the company more than ten years ago. And appoint an independent director as a representative to handle land-related registration matters.
  4. Review of the the motion for the Accounting supervisor change case.
2023/8/11 The 3rd meeting of the 4th Committee

  1. Review of the the motion for the Company’s financial statements for Q2 2023.

  2. Review of the the motion for the Company’s 2023 Q2 profit distribution table.
2023/7/18 The 2nd meeting of the 4th Committee

  1. Review of the the motion for the implementation of the audit business in the first quarter and the second quarter of 2023 and the report on the improvement of abnormal matters in 2022.

  2. Review of the the motion for the appointment and remuneration of the company’s CPA.
2023/6/16 The 1st meeting of the 4th Committee

  1. Election of the convener and chairman of the 4th audit committee of the company.

  2. Review of the appointment of the company’s chief financial officer.
2023/5/5 The 11th meeting of the 3rd Committee

  1. Review of the the motion for the Company’s financial statements for Q1 2023.

  2. Review of the the motion for the Company’s 2023 Q1 profit distribution table.

  3. Review of the the motion for the 2022 investment cycle internal control system project review case.
2023/4/20
-Case 1

(2023/5/5
Continuation meeting-Case 2+3)

 The 10th meeting of the 3rd Committee

  1. Drafted the company’s 2022 surplus distribution plan.

  2. Review equity investment cases.

  3. Reviewing the case of adding a packaging water plant.
2023/3/31 The 9th meeting of the 3rd Committee

  1. Approved the change of the convener of the audit committee.

  2. Review Business reports and Financial statements.

  3. Passed the case of changing the audit supervisor.

  4. Review of pre-approved non-confirmed service policy proposals.

  5. Review of internal control self-assessment results case.
Information of Compensation Committee Members

 

Identity

(Note 1)

    Condition

Name

 Have more than five years of work experience and the following professional qualifications Meet conditions of independence (Note 2) Number concurrently serving as members of the Compensation Committees of other publicly issued companies Remarks

Remarks

End of full text
Lecturers in public and private colleges and universities with relevant materials required for business, legal affairs, finance, accounting, or corporate business Judges, prosecutors, lawyers, accountants or other professional and technical personnel who have passed the national examinations required for corporate business and have certificates Have work experience required for business, legal affairs, finance, accounting, or corporate business 1 2 3 4 5 6 7 8 9 10
Independent Director Wu Chieh-Hsin V V V V V V V V V V V 1
Other Tung Chun-Jen V V V V V V V V V V V 0
Other Liu Ming-Hsiung V V V V V V V V V V V 1
Independent Director Sun Chu-Wei V V V V V V V V V V V V 2
Independent Director Hsu Yung-Chang V V V V V V V V V V V V 0

Note 1: Please enter as director, independent director, or other.

Note 2: If each member meets the following conditions two years before the election and during the tenure, please type “ü” in the space below each condition code.

(1) Not an employee of the Company or its affiliates.

(2) Not a director or supervisor of the Company or its affiliates. (However, in the case of independent directors established and concurrently serving in the company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.)

(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of outstanding shares of the Company or ranking in the top ten in holdings.

(4) Not a manager of those listed in (1), or someone having a relationship with those listed in (2) or (3) including a spousal relationship, a second-degree kinship or closer, or an immediate blood relative within three degrees of kinship.

(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings, or is designated as a representative in accordance with Article 27, Paragraph 1 or 2 of the Company Act. (However, in the case of independent directors established and concurrently serving in the company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.)

(6) Not a director, supervisor, or employee of another company controlled by the same person with more than half of the shares with voting rights on the company’s board of directors. (However, in the case of independent directors established and concurrently serving in the company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.)

(7) Not a director, supervisor, or employee of another company or institution whose chairman, general manager, or equivalent position is the same person as that of the Company, or the spouse thereof. (However, in the case of independent directors established and concurrently serving in the company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.) .

(8) Not a director, supervisor, or manager of a specific company or institution having financial or business dealings with the Company, or a shareholder holding 5% or more of shares.(However, if a specific company or institution holds more than 20% of the total issued shares of the company but not more than 50%, and the established independent director concurrently serves in the company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local laws, this limitation shall not apply.)

(9) Not an owner, partner, director, supervisor, manager, or spouse thereof of a company or institution that provides commercial, legal, financial, accounting services or consultation to the company or any affiliate of the Company for amounts exceeding NT$500,000 in the past two years. However, for members of the Compensation Committee, Public Acquisitions Review Committee, or M&A Special Committee who perform their functions and powers in accordance with the relevant laws and regulations of the Securities and Exchange Act or the Business Mergers & Acquisitions Act, this limitation shall not apply. .

(10) The circumstances specified in Article 30 of the Company Act are not applicable.

Information on the function of the Compensation Committee
  1. There are 3 members of the Compensation Committee of the Company.
  2. The terms of the current members: From July 10, 2023 to May 30, 2026; during 2023 up until August 24, the Compensation Committee met 10 times (A). The qualifications and attendance of the members are as follows:
    Term Job title Name Actual attendance (B) Number of delegates attending Actual attendance rate (%)

    (Ｂ/Ａ)
    6th term Independent Director Chen, Wei-Yu 3 0 100%
    Independent Director Hsiao, Sheng-Hsien 3 0 100%
    Independent Director Huang, Hui-Ping 3 0 100%
    5th term Independent Director Chen Min-Hsun
    (112/5/4 resign)    		 7 0 100%
    Independent Director Li Ming-Hui 7 0 100%
    Independent Director Tu Ying-Ta
    (112/5/9 resign)    		 7 0 100%
  3. Compensation Committee’s powers:

(1) The functions of the Company’s Compensation Committee are based on the attention of good managers, evaluating the remuneration policies and systems of directors, independent directors and managers of the Company, and meeting at least twice a year. Furthermore, it may hold meetings at any time as needed to make recommendations to the Board of Directors for its decision-making reference.

(2) The powers of the Company’s Compensation Committee

  1. Periodically review the Compensation Committee Charter and propose amendments.
  2. Formulate and regularly review the Company’s directors, independent directors and managers’ annual and long-term performance targets and remuneration policies, systems, standards, and structures.
  3. Regularly evaluate the achievement of the performance targets of the directors, independent directors, and managers of the Company, and evaluate and set the content and amounts of their individual salaries.

(3) When performing the official powers, the Compensation Committee shall follow the principles listed below:

  1. Ensuring that the remuneration arrangements of the Company comply with applicable laws and regulations and are sufficient to recruit outstanding talent.
  2. The performance evaluation and remuneration of directors, independent directors and managers should refer to the usual level of payment in the industry. It also considers the time invested by the individual, the responsibilities assumed by the individual, the status of achieving personal goals, the performance of other positions, and the salary remuneration given by the Company to those in the same position in recent years. It also evaluates the rationality of the relationship between individual performance and the Company’s operating performance and future risks through the achievement of the Company’s short-term and long-term business goals and the Company’s financial status.
  3. Directors and managers should not be guided to engage in behaviors that exceed the Company’s risk appetite in pursuit of remuneration.
  4. The ratio of dividends to the short-term performance of directors and managers and the payment time of part of the variable salary shall be determined in consideration of the characteristics of the industry and the nature of the Company’s business.
  5. Members of this committee shall not participate in discussion and voting on their personal salary and remuneration decisions.

The salary and remuneration mentioned in the preceding two paragraphs include cash remuneration, stock options, dividends, retirement benefits or severance payments, various allowances and other measures with substantial incentives. Its scope should be consistent with the remuneration of directors, independent directors and managers in the Regulations Governing Information to be Published in Annual Reports of Public Companies.

If the remuneration of directors and managers of a subsidiary of the Company is subject to the approval of the Company’s Board of Directors according to the subsidiary’s hierarchical responsibility, the Board of Directors shall make recommendations before submitting it to the board for discussion.

The Compensation Committee discusses the subject and resolution results and the Company's handling of members’ opinions
Compensation Committee Proposal content Compensation Committee resolution results The Company’s handling of the opinions of the Compensation Committee
4th meeting of the 4th Committee

2020/03/17

 1.   Self-evaluation of Performance Questionnaire of the Compensation Committee of Taisun Enterprise Co., Ltd.

2.   Motion for total remuneration to directors and the distribution ratio for 2019

 All members present agreed to pass Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution
5th meeting of the 4th Committee

2020/04/28

 1.   2019 analysis report on the self-evaluation of performance of the Compensation Committee All members present agreed to pass None
2.   Motion for the suggestions on the distribution of remuneration to directors and appointed managerial officers for 2019 Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution
6th meeting of the 4th Committee

2021/01/19

 1.    Motion for year-end bonus for 2020

2.    Motion for adjusting salaries for 2021

 All members present agreed to pass Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution
7th meeting of the 4th Committee

2021/03/17

 1.    Motion for the suggestions on the total remuneration to directors and distribution ratio for 2020.

2.    Motion for the suggestions on the remuneration to the Corporate Governance Manager.

3.    Amendments to the Compensation Committee Charter of Taisun Enterprise Co., Ltd.

 All members present agreed to pass Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution
8th meeting of the 4th Committee

2021/03/25

 Motion for the suggestions on the total remuneration to directors and distribution ratio for 2020. All members present agreed to pass Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution
2021/4/21

9th meeting of the 4th Committee

 Motion for the suggestions on the distribution of remuneration to directors and appointed managers for 2020 All members present agreed to pass Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution
2021/11/29

10th meeting of the 4th Committee

 Motion for year-end bonus for 2021 All members present agreed to pass Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution
2022/1/25

1st meeting of the 5th Committee

(unscheduled meeting)

 Motion to appoint the convener for the 5th term of the Compensation Committee All members present agreed to pass None
2022/2/15

2nd meeting of the 5th Committee

 1.   Motion for recommendations on remuneration of the 22nd Board of Directors (including general directors, chairman and vice chairman)

2.   Motion for recommendations on remuneration of the general manager

3.   Motion for recommendations on the total remuneration to directors and distribution ratio for 2021

 All members present agreed to pass Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution