Title |
Name |
Principal education |
Experience |
Positions now held concurrently in the Company and in other companies |
Director |
Peter Chan |
California State University Fullerton, Bachelor Degree Entrepreneur Management Research Class, Department of Business Management, National Chengchi University |
Director, Taisun Enterprise Co.,Ltd. Director, Pin-Tai Distribution Enterprise Co., Ltd. Chairman, Pioneer Traffic Co.Ltd. |
Chairman of Taisun Enterprise Co., Ltd., Director of Pin-Tai Distribution Enterprise Co., Ltd., Chairman of Pioneer Traffic Co. Ltd., Chairman of Taisun Yuan Co., Ltd., Chairman of Taisun (Cayman) Investment Ltd. , Taisun Enterprise (Zhangzhou) Foods Co., Ltd. Supervisor, Chairman of Central Union Oil Corp., Ltd., Director of Taiwan FamilyMart Co., Ltd., Independent Director of GIGA-BYTE Technology Co., Ltd., Supervisor of Info-Tek Corporation, Chairman of Taiwan Vegetable Oil Manufacturers Association |
Director |
Fred Chan |
Utah State University, Master Degree, Bachelor of Chemical Engineering, Tamkang University, Entrepreneur Management Research Class, Department of Business Management, National Chengchi University |
Director, Taisun Enterprise Co.,Ltd. Director, Pin-Tai Distribution Enterprise Co., Ltd. Director, Pioneer Traffic Co.Ltd. |
Director and General Manager of Taisun Enterprise Co., Ltd., Chairman of Pin-Tai Distribution Enterprise Co., Ltd., Director of Taiwan Niko Mart Co., Ltd., Director of Pioneer Traffic Co. Ltd., Director of Taisun Yuan Co., Ltd., Director of Taisun Enterprise (Zhangzhou) Foods Co., Ltd., Director of Central Union Oil Corp., Ltd., Director of Taiwan FamilyMart Co., Ltd., Director of CVS.Com Co., Ltd. |
Director |
Chan Hao-Jun |
University of British Columbia, Canada, Bachelor Degree, |
Supervisor, Taisun Enterprise Co.,Ltd. Supervisor, Pin-Tai Distribution Enterprise Co., Ltd. Supervisor, Pioneer Traffic 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. |
Director |
Chan Pei-Shan |
California State University, Long Beach Bachelor Degree |
Supervisor, Taisun Enterprise Co.,Ltd. Chairman, Dechen Enterprise Co., Ltd. |
Director and Executive assistant, Taisun Enterprise Co.,Ltd. Chairman, Dechen Enterprise Co., Ltd. |
Independent Director |
Wu Chieh-Hsin |
Master of Business Administration, University of Manchester, Minnesota, USA; National Chengchi University Entrepreneur Management Research Class; Master of Advanced Management, School of Management, National Chiao Tung University, Master of Management, Graduate School of Management, National Taiwan University of Science and Technology |
The 32nd Entrepreneurship Model of the Republic of China Evaluation Committee Member of the Institute of Design, National Yunlin University of Science and Technology Member of the Compensation Committee of GIGA-BYTE Technology Co., Ltd. |
Independent Director and Member of the Compensation Committee, Taisun Enterprise Co., Ltd. Chairman, Super Dragon Technology Co., Ltd. Independent Director of Chyang Sheng Dyeing & Finishing Co., Ltd. |
Independent Director |
Sun Chu-Wei |
Department of Accounting, Tamkang University, Bachelor Degree |
Certified Public Accountant of the Republic of China Qualification of Patent Attorney of the Republic of China Teaching Assistant, Department of Accounting, Tamkang University. Auditor, RSM International Taiwan. Audit Dept. Deputy Chief, Deloitte & Touche Taiwan |
Independent Director and Member of the Compensation Committee, Taisun Enterprise Co., Ltd. Independent Director of Chyang Sheng Dyeing & Finishing Co., Ltd. Independent Director of Min Aik Percision Managing Partner of Bai-chi CPA Firm. Member of the Public Relations Committee of CPA Associations R.O.C. (Taiwan) |
Independent Director |
Hsu Yung-Chang |
Fu Jen Catholic University, Master Degree |
Qualified as a lawyer in the Republic of China Corporate Counsel, Yageo Corporation |
Independent Director and Member of the Compensation Committee, Taisun Enterprise Co., Ltd. Chairman Responsible Person of Yuan Hsin Law Firm |
December 31, 2021
Condition Name (Note 1) |
Have more than five years of work experience and the following professional qualifications |
Meet conditions of independence (Note 2) |
Number of independent directors concurrently serving in other public offering companies |
||||||||||||||
Lecturers or above in public and private colleges and universities in relevant disciplines 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 |
Work experience required for business, legal affairs, finance, accounting, or corporate business |
1 |
2 |
3 |
4 |
5 |
6 |
7 |
8 |
9 |
10 |
11 |
12 |
|||
Chairman |
Representative of Shen Yang Investment Corporation Limited: Peter Chan |
|
|
V |
|
|
V |
V |
V |
V |
V |
V |
V |
V |
V |
|
1 |
Director |
Representative of Jing Xun Investment Industrial Corporation Limited: Fred Chan |
|
|
V |
|
|
V |
V |
V |
V |
V |
V |
V |
V |
V |
|
0 |
Director |
Representative of Dechen Enterprise Co., Ltd.: Chan Pei-Shan |
|
|
V |
|
V |
V |
V |
V |
V |
V |
V |
V |
V |
V |
|
0 |
Director |
Chan Hao-Jun |
|
|
V |
|
|
V |
V |
V |
V |
V |
V |
V |
V |
V |
V |
0 |
Independent Director |
Wu Chieh-Hsin |
|
|
V |
V |
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 |
V |
V |
2 |
Independent Director |
Hsu Yung-Chang |
|
V |
V |
V |
V |
V |
V |
V |
V |
V |
V |
V |
V |
V |
V |
0 |
Note: For directors and supervisors who meet the following conditions two years before their appointment and during their 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) No relationship with other directors falling within a spousal relationship or second degree of kinship.
(11) Not exhibiting any of the circumstances specified under Article 30 of the Company Act.
(12) No provision to be elected by a government or juristic person or their representative under Article 27 of the Company Act.
The Board of Directors met 13 times during 2020 and up to the date of publication of the annual report (A). 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) |
21st term |
Chairman |
Shen Yang Investment Corporation Limited Representative: Peter Chan |
13 |
0 |
100% |
Director |
Representative of Jing Xun Investment Industrial Corporation Limited: Fred Chan |
13 |
0 |
100% |
|
Director |
Dechen Enterprise Co., Ltd. Representative: Chan Pei-Shan |
13 |
0 |
100% |
|
Director |
Chan Hao-Jun |
13 |
0 |
100% |
|
Independent Director |
Wu Chieh-Hsin |
13 |
0 |
100% |
|
Independent Director |
Sun Chu-Wei |
13 |
0 |
100% |
|
Independent Director |
Hsu Yung-Chang |
12 |
1 |
92% |
Other matters to be recorded:
- 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 established independent directors and established an audit committee on April 25, 2016. From 2021 to March 31, 2020, a total of nine board meetings were held to resolve the details of the matters shown on pages 58-60 of the annual report. All independent directors passed without objection 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.
- 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:
(I) The 14th meeting of the 21st Board was held on 2020/05/11; for the motion of the distribution of remuneration to directors for 2019 recommended by the Compensation Committee.
- As the remuneration to directors involved a conflict of interest, the Chairman recused himself and the independent director Wu Chieh-Hsin acted as the chair. Regarding the remuneration of directors, the ordinary directors (Peter Chan, Fred Chan, Chan Pei-Shan, Chan Hao-Jun) who attended this time did not participate in the discussion or vote due to their interests. After the consultation of the Chairman, the motion was passed with no objection.
- Motion recommended by the Compensation Committee for the distribution of remuneration to the appointed managerial officers for 2019.
General Manager Fred Chan recused himself from discussion and voting due to a conflict of interest. After the consultation of the Chairman, the motion was passed with no objection.
(II) The 21st meeting of the 21st Board was held on 2020/01/27 for the motion of the year-end bonus to the appointed managerial officers for 2020.
Director Fred Chan recused himself from discussion and voting due to a conflict of interest. After the consultation of the Chairman, the motion was passed with no objection.
(III) The 23rd meeting of the 21st Board was held on 2020/03/25 for the motion of the distribution of remuneration to directors for 2020.
The discussion on the remuneration to directors involved a conflict of interest, and the independent director Wu Chieh-Hsin acted as the chair. Regarding the remuneration of ordinary directors, the ordinary directors (Peter Chan, Fred Chan, Chan Pei-Shan, Chan Hao-Jun) who attended this time did not participate in the discussion or vote due to their interests. After the consultation of the Chairman, the motion was passed with no objection.
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, and the implementation of the Board of Directors evaluation, please refer to page 23 of the annual report.
- 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 2020 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) The Company cooperated with the competent authority to promote the new version of the corporate governance blueprint, and effectively performed the functions of the Board of Directors. On February 27, 2020, the 11th meeting of the 21st Board of Directors passed a resolution to formulate the Company’s “Board Performance Evaluation Methods”.
(IV) Passed by resolution of the Company’s 21st Board at the 14th board meeting held on May 11, 2020.
- Motion for the amendments to the Company’s Corporate Governance Practices in line with the law. 2. Motion for the amendments to the Company’s Corporate Social Responsibility Practices in line with the law.
- Motion for the amendments to the Company’s Code of Ethical Management in line with the law. 4. Motion for the implementation measures for the Company’s whistleblower system in line with the corporate governance blueprint policy of the competent authority.
(V) Passed by resolution of the Company’s 21st Board at the 20th board meeting held on December 24, 2020.
- A dedicated unit to promote the ethical management policy has been established and its affairs in relation to promotions are reported to the Board of Directors each year.
- Motion for the formulation of the Company’s “Procedures for Ethical Management and Guidelines for Conduct” in line with the law.
- Motion for the formulation of the Company’s “Procedures for the Prevention of Insider Trading” in line with the law.
4. Motion for the amendments to the Company’s “Self-Evaluation or Peer Evaluation of the Board of Directors” in line with the law.
Name |
Date of education |
Theme |
Organizer |
Certificate No. |
Peter Chan |
2020/7/3 |
A View of Global Corporate Sustainability Development – From Vision 2050 to Action 2020 |
Taiwan Corporate Governance Association |
TCGA10902206 |
2020/7/10 |
[CGP-Advance] To Give or not to Give Information? Information Rights of Directors |
Taiwan Corporate Governance Association |
TCGA10902332 |
|
2020/8/14 |
Director Responsibility and Risk Management under the Latest Corporate Governance Blueprint |
The Securities and Futures Market Development Foundation of the Republic of China |
(109) Zhengji Director/Supervisor Renewal No. 01807 N120740141 |
|
Fred Chan |
2020/7/21 |
How Independent Directors Master the Key Defenses of Financial Reporting Risk and Case Studies |
Taiwan Independent Director Association |
(109) Du-Dong-Jing-Zi No. A0721045 |
2020/8/12 |
The Role of Independent Directors in the Battle between Corporate Governance and Management Rights |
Taiwan Independent Director Association |
(109) Du-Dong-Jing-Zi No. A0812036 |
|
Chan Hao-Jun |
2020/6/1 |
Common Deficiencies of Internal Audits in a Company, Legal Liability and Case Analysis |
Accounting Research and Development Foundation of the Republic of China |
(109) Huijiao (Ji) Zi No. 1027014 |
Chan Pei-Shan |
2020/6/19 |
Analysis of the Latest CSR Reporting Trends and Related Corporate Governance Practices |
Accounting Research and Development Foundation of the Republic of China |
(109) Huijiao (Gong) No. 1034011 |
2020/6/29 |
Business Strategy and Corporate Governance in View of the World’s Unsustainable Risks from COVID-19 |
The Securities and Futures Market Development Foundation of the Republic of China |
(109) Zhengji Director/Supervisor Renewal No. 00807 N220910583 |
|
Wu Chieh-Hsin |
2020/7/22 |
Corporate Governance and Sustainable Management Class |
Taiwan Academy of Banking and Finance |
(109) Jin-Zheng-Gong-Zhi-Zi No. 013032 |
2020/9/22 |
“Corporate Governance 3.0 – A Blueprint for Sustainable Development” Summit |
TWSE/TPEx |
No certificate No. |
|
Hsu Yung-Chang |
2020/9/22 |
“Corporate Governance 3.0 – A Blueprint for Sustainable Development” Summit |
TWSE/TPEx |
No certificate No. |
2020/10/26 |
Impact on the Rights and Obligations of Directors/Supervisors After the Amendments to the Latest Insurance Laws |
The Securities and Futures Market Development Foundation of the Republic of China |
(109) Zhengji Director/Supervisor Renewal No. 03242 E121650050 |
|
Sun Chu-Wei |
2020/7/9 |
Corporate Financial Statement Fraud Case Study |
The Securities and Futures Market Development Foundation of the Republic of China |
(109) Zhengji Director/Supervisor Renewal No. 00953 C120771316 |
2020/7/9 |
The New Version of Corporate Governance and the Exercise of Powers by the Board of Directors and Matters to be Followed |
The Securities and Futures Market Development Foundation of the Republic of China |
(109) Zhengji Director/Supervisor Renewal No. 00973 C120771316 |
- Important resolutions of the 2020 shareholders meeting:
Date |
Meeting type |
Important resolutions |
Implementation status |
2020/5/21 |
Annual General Meeting |
(1) Acknowledged the motion for 2019 business report and financial statements. (2) Acknowledged the motion for 2019 profit distribution.
(3) Acknowledged the motion for the change of the Company’s 2017 plan for issuing new shares by capital injuction. (4) Motion for passing the amendments to the Company’s Articles of Incorporation.
(5) Motion for passing the amendments to the Company’s Rules of Procedure for Shareholders Meetings. (6) Motion for passing the amendments to the Company’s Methods for the Election of Directors. (7) Motion for passing the amendments to the Company’s Procedures of the Acquisition or Disposal of Assets. |
(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 2019 was NTD 582,073,235. According to the resolution of the shareholders meeting, the dividend per share was NTD 0.9. The ex-dividend date was set on June 15, 2020, and the payment was fully completed on July 10, 2020. (3) Changes to the plan are reported to the shareholders’ meeting for ratification upon implementation in accordance with the plan. (4) Effective from the resolution of the shareholders’ meeting. The registration was approved by the MEA on June 9, 2020 and has been announced on the Company’s website. (5) Effective from the resolution of the shareholders’ meeting and has been announced on the Company’s website. (6) Effective after the resolution of the shareholders meeting.
(7) Effective from the resolution of the shareholders’ meeting and has been announced on the Company’s website. |
- Important resolutions of the Board of Directors in 2020 and as of the printing date of the annual report:
Date |
Term |
Important resolutions |
2020/02/27 |
21st term 11th meeting |
1. Resolution passed for the motion for matters in relation to the Company’s 2020 Annual Meeting of Shareholders. 2. Resolution passed for “Board Performance Evaluation Methods” of the Company. |
2020/03/26 |
21st term 12th meeting |
1. Resolution passed for the motion for the Company’s 2019 distribution of remuneration to employees. 1. Resolution passed for the motion for the Company’s 2019 distribution of remuneration to directors. 3. Resolution passed for the motion for the 2019 business report and financial statements. 4. Resolution passed for the motion for the 2019 profit distribution table. 5. Resolution passed for the motion for the result of the Company’s internal control self-evaluation. 6. Resolution passed for the motion for the adjustment of the Company’s CPAs in line with the accounting firm’s internal operation needs. 6. Resolution passed for the motion for the change of the Company’s 2017 plan for issuing new shares by capital injuction. 8. Resolution passed for the motion for the financing amount from Taiwan Cooperative Bank Xinyi Branch. |
2020/04/09 |
21st term 13th meeting |
1. Resolution passed for the motion for the amendments to the Company’s Articles of Incorporation. 2. Resolution passed for the motion for the amendments to the Company’s Rules of Procedure for Shareholders Meetings. 3. Resolution passed for the motion for the amendments to the Company’s Methods for the Election of Directors. 4. Resolution passed for the motion for the amendments to the Company’s Procedures of the Acquisition or Disposal of Assets. 1. Resolution passed for the motion to approve the shareholders’ proposal for the 2020 Annual Meeting of Shareholders. 1. Resolution passed for the motion for amending the Company’s 2020 Annual Meeting of Shareholders agenda. |
2020/05/11 |
21st term 14th meeting |
1. Resolution passed for the Compensation Committee to recommend the 2019 distribution of remuneration to directors. 2. Resolution passed for the motion recommended by the Compensation Committee for the distribution of remuneration to the appointed managerial officers for 2019. 3. Resolution passed for the motion for the amendments to the Company’s Corporate Governance Practices. 4. Resolution passed for the motion for the amendments to the Company’s Corporate Social Responsibility Practices. 5. Resolution passed for the motion for the amendments to the Company’s Ethical Corporate management Best Practice Principles. 6. Resolution passed for the motion to establish implementation measures for the Company’s whistleblower system. 7. Resolution passed for the motion for the financing amount from Hua Nan Bank Savings Branch. |
2020/05/21 |
21st term 15th meeting |
1. Resolution passed for the motion of the Company’s distribution of the 2019 cash dividend related matters. |
2020/06/11 |
21st term 16th meeting |
1. Resolution passed for the motion to add the acquisition of long-term equity investments. |
2020/08/12 |
21st term 17th meeting |
1. Resolution passed for the motion for the Taisun Enterprise (Zhangzhou) Foods application fund loan amount. 2. Resolution passed for the motion for capital expenditure of equipment investment. 3. Resolution passed for the motion for the financing amount from Bank of Taiwan Taichung Branch. |
2020/10/08 |
21st term 18th meeting |
1. Resolution passed for the motion for the capital reduction of Taisun (Cayman) Investment Ltd. to make up for losses. |
2020/11/11 |
21st term 19th meeting |
1. Resolution passed for the motion for Taisun (Cayman) Company’s application for endorsement guarantee. 2. Resolution passed for the motion for the financing amount from Kaohsiung Bank Taipei Branch. |
2020/12/24 |
21st term 20th meeting |
1. Resolution passed for the motion for 2021 capital expenditure of equipment investment. 2. Resolution passed for the motion for the Company’s 2021 business plan. 3. Resolution passed for the motion for the Company’s 2021 audit plan. 4. Resolution passed for the motion for the donation to Taisun Foundation. 5. Resolution passed for the motion for the establishment of a dedicated unit to promote the ethical management policy. 6. Resolution passed for the motion for the establishment of the Company’s “Procedures for Ethical Management and Guidelines for Conduct”. 7. Resolution passed for the motion for the formulation of the Company’s “Procedures for the Prevention of Insider Trading”. 8. Resolution passed for the motion for the Company’s “Board Performance Evaluation Methods”. 9. Resolution passed for the motion for the financing amount from Taipei Fubon Bank. Provisional motion: The criteria for evaluating material amounts was established according to the “Q&A of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies”. Accounts receivable that exceed 3 months of the normal credit period and are significant in amount shall be approved by the Audit Committee and submitted to the Board of Directors to for a resolution on whether they are for financing. Resolutions were approved as resolved by the Audit Committee. |
2021/01/27 |
21st term 21st meeting |
1. Resolution passed for the motion for 2020 year-end bonus for appointed managerial officers. 2. Resolution passed for the motion for the suggestions on salary adjustment. 3. Resolution passed for the motion for the financing amount from the First Bank Nanjing East Road branch. |
2021/03/08 |
21st term 22nd meeting |
1. Resolution passed for the motion for the amendments to the Company’s Rules of Procedure for Shareholders Meetings. 2. Resolution passed for the motion for the amendments to the Company’s Methods for the Election of Directors. 3. Resolution passed for the motion for matters in relation to the Company’s 2021 Annual Meeting of Shareholders. 4. Resolution passed for the motion for the establishment of a dedicated corporate governance unit and manager. |
2021/03/25 |
21st term 23rd meeting |
1. Resolution passed for the motion for the Company’s 2020 distribution of remuneration to employees. 2. Resolution passed for the motion for the Company’s 2020 distribution of remuneration to directors. 3. Resolution passed for the motion for the 2020 business report and financial statements. 4. Resolution passed for the motion for the 2020 profit distribution table. 5. Resolution passed for the motion for the amendments to the Company’s Regulations Governing Procedure for Board of Directors Meetings. 6. Resolution passed for the motion for the amendments to the Company’s Rules Governing the Scope of Powers of Independent Directors. 7. Resolution passed for the motion for the amendments to the Company’s Audit Committee Charter. 8. Resolution passed for the motion for the amendments to the Company’s Compensation Committee Charter 9. Resolution passed for the motion for the self-assessment result of the Company’s internal control. 10. Resolution passed for the adjustment of the Company’s CPAs in line with the accounting firm’s internal operation needs operation needs. 11. Resolution passed for the motion for the financing amount from Taiwan Cooperative Bank Xinyi Branch. |
(XIII) In the most recent year and up to the date of publication of the annual report, the major contents of the opposition to or qualified opinions expressed by directors or supervisors about the significant resolutions passed by the Board of Directors that have been noted in the records or declared in writing: None.
(XIV) In the most recent year and as of the date of publication of the annual report, resignations by the company chairman, general manager, accounting supervisor, financial supervisor, internal audit supervisor, corporate governance supervisor and R&D supervisor, etc.: None.
Evaluation cycle |
Evaluation period |
Evaluation scope |
Evaluation method |
Evaluation content |
Evaluation result |
Once a year |
2020/01/01 – 2020/12/31 |
1. Board of Directors 2. Board members 3. Functional committees (including the Audit Committee and Compensation Committee) |
Internal self-evaluation |
(1) Board of Directors: Participation in the operation of the company; Improvement of the quality of the board of directors’ decision making; Composition and structure of the board of directors; (2) Board members: Alignment of the goals and missions of the company; Awareness of the duties of a director; Participation in the operation of the company; Management of internal relationship and communication; The director’s professionalism and continuing education; and Internal control. (3) Functional committees: Participation in the operation of the company; Awareness of the duties of the functional committee; Improvement of quality of decisions made by the functional committee; Makeup and structure of the functional committee; and Internal control |
(1) Overall evaluation result: In February 2021, the internal performance evaluation on board members, the Board of Directors and functional committees was completed in accordance with applicable laws and regulations. The evaluation results scored over 95 points according to the evaluation criteria, demonstrating the excellent achievements of the Company’s Board of Directors and functional committees. (2) Refinement program: According to the Company’s future operations and needs, we will continue to refine and enhance the Board of Directors and functional committees. By doing so, the Company’s corporate governance can be implemented and the competence of the Board of Directors and functional committee improved. (3) The evaluation results were submitted to the Board of Directors’ meeting held on March 25, 2021. |
Note 1: The Board of Directors of the Company passed the “Board Performance Evaluation Methods” on February 27, 2020, stipulating that the Board of Directors shall perform internal evaluations at least once a year with regard to the performance evaluation of the Board of Directors, directors, audit committee and Compensation Committee. The internal performance evaluation results shall be completed before the end of the first quarter of the following year.
Note 2: In regard to the evaluation execution method, evaluation execution is the responsibility of the Agenda Working Group. The evaluation period is from January 1, 2020 to December 31, 2020, using internal questionnaires. It is based on directors’ evaluation of the operation of the Board of Directors, directors’ evaluation of their own participation, the audit committee’s evaluation of committee operations, and the Compensation Committee’s evaluation of committee operation. The Company’s Agenda Working Group will analyze the previous measures, report the results to the Board of Directors, and propose ways to strengthen and improve the director’s suggestions.
March 28, 2021
|
Number of shares held |
Shareholding ratio |
||
Long Bon International Industrial Co., Ltd. |
123,030,000 |
24.61% |
||
Baosheng Investment Co., Ltd. |
31,434,000 |
6.29% |
||
Ju-You Investment Co., Ltd. |
25,038,000 |
5.01% |
||
Hongya Investment Co., Ltd. |
19,909,161 |
3.98% |
||
Wang Kuei-Tseng |
19,804,628 |
3.96% |
||
Yuanta Commercial Bank, entrusted with the special property account of Taisun Enterprise Trust |
11,534,869 |
2.31% |
||
Jing Xun Investment Industrial Corporation Limited |
10,446,082 |
2.09% |
||
Pin-Tai Distribution Enterprise Co., Ltd. |
10,351,332 |
2.07% |
||
Chiu, Hsien-Tao |
9,000,000 |
1.80% |
||
Kandlee Trading Co., Ltd. |
7,643,629 |
1.53% |