The Board
BOD Introduction
Introducedboard of Directors
According to the articles of association of the Company, the board of directors of the Company is currently composed of ten directors, including four independent directors, who serve a term of three years and are eligible for re-election. The Company adopts the "candidate nomination system". All director candidates shall be nominated and qualified by the board of directors and submitted to the Board of shareholders for election after the resolution is passed.
The chairman shall be chosen by each of the directors to represent the company externally and take care of all important affairs of the Company.
The term of the current board of Directors is from 2024/06/26 to 2027/06/05.
In accordance with Article 14 of the Securities Exchange Law, the board of directors of the Company establishes the compensation committee and the audit committee.
| Title | Name | The main classics(studies)calendar | Date of initial appointment | Last date of appointment | Director tenure |
|---|---|---|---|---|---|
| Director | TSAO TSE CHENG | • NYCU Master Degree • Good Way Tech. CO., Ltd. Chairman | 2012/6/20 | 2024/6/26 | |
| Director | HSIA HSUEH LI | • Kaohsiung High Business School Accounting and Statistics • Good Way Tech. CO., Ltd. Vice Chairman | 2012/6/20 | 2024/6/26 | |
| Director | SYU ZIH-FU | • National Kaohsiung Marine University • Good Way Tech. CO., Ltd. VP | 2012/6/20 | 2024/6/26 | |
| Director | CHEN JIN-YIN | • NTU Graduate school of Business Xuan He • Technology Co., Ltd. Director | 2012/8/4 | 2024/6/26 | more than 9 years |
| Director | LI SHU-HUA | • University of Southern Queensland Graduate school of Business Ruiheting Construction • Development CO.,LTD CFO | 2016/6/7 | 2024/6/26 | |
| Director | SYU LI-SIANG | • Mie University Graduate school of Business • Tai Long Construction Financial Manager | 2016/6/7 | 2024/6/26 | |
| Independent director | CHIN TACK KOI | • Department of Accounting, National Taiwan University Mercuries & Associates • Holding, Ltd. VP/ Deputy Spokesperson | 2024/6/26 | 2024/6/26 | Less than 3 years |
| Independent director | Wu, Li-Lan | • EMBA in Accounting, Tamkang University • Representative, ZHI-HUI Enterprise Management Consulting Co., Ltd. • Chief Financial Officer, Accounting Manager and Acting Spokesperson, Nanoplus Limited (Cayman) Taiwan Branch | 2024/6/26 | 2024/6/26 | Less than 3 years |
| Independent director | Lai, Yung-Cheng | • Master of Business Administration (MBA), National Chiao Tung University • Independent Director, APLEX TECHNOLOGY INC. • BRIGHTV CONSULTING，Senior Business Consultant and Trainer | 2024/6/26 | 2024/6/26 | Less than 3 years |
| Independent director | Chen, Chien-Yuan | • Institute of Economics, National Chengchi University • Director, MGI Excellence & Co., CPAs | 2024/6/26 | 2024/6/26 | Less than 3 years |
Board Membership and Diversity Policy
In order to strengthen corporate governance and promote the sound development of the composition and structure of the Board of Directors, in accordance with the Company's Code of Practice on corporate Governance, Chapter 3 Strengthening the Function of Directors refers to policies related to the diversity of board membership,In addition, it is stipulated in the method of director election that the candidate nomination system shall be adopted comprehensively, and the nomination of director candidates by shareholders holding more than 1% shall be accepted, so as to ensure the rights of shareholders and take into account the diversity and independence of directors.
The policy states that the composition of the board of directors should take into account the needs of the company's operating structure, business direction and future development trend, and should assess various diverse aspects, such as the basic composition (e.g., gender, nationality,Age, etc.), professional experience (e.g., manufacturing, technical research, financial investment, etc.), professional knowledge and skills (e.g., operation management, accounting and finance, marketing, risk management, etc.).
The board of directors of our company has 10 members with diverse academic experience and different expertise, including listed cabinet company chairman, university lecturer, corporate finance officer, labor committee consultant, etc. (please refer to Director), which helps to supervise the operation of the company and protect the interests of shareholders. The Company also sets out the implementation points for the directors to continue to enrich their knowledge through international organizations,Through electronic, diversified, humanized and flexible curriculum design, corporate governance promotion courses by government or non-governmental organizations can bring into full play the substantive benefits of further study.
According to the diversity policy formulated by Good Way, the goal of the composition of the board of directors is to have professional competence and experience in industry, finance, business, investment, etc., and one gender shall occupy more than 3 seats on the board of directors, and independent directors shall not less than 1/3 of the board of directors.
At present, the directors selected by Dongshuo have professional backgrounds in industry, academia, law, financial accounting, etc. There are 4 female directors, accounting for 40% of the board seats. Age distribution between 50 and 80 years old. There are 4 independent directors, accounting for 2/5 of the total board seats. Their consecutive terms of office are no more than 4 terms, which has reached the diversification policy goal of the company. Directors of Dongshuo participate in various operations of the company according to their specialties and other diverse backgrounds(including industry, major investment, financial accounting and corporate governance, etc.) to assist in the development and strategy of the company. The diversity of directors of Dongshuo is as follows：
| Title | Name | Gende | Nationaliry | Concurrently the company staff | Age | Multiple core items | ||||||||
| 51-60 | 61-70 | 71-75 | Industry experience | Professional ability | ||||||||||
| Manufacturing | R&D | financial investment | Management | Accounting/Financial | Marketing | Risk management | ||||||||
| Director | TSAO TSE CHENG | M | ROC | V | V | V | V | V | V | V | ||||
| Director | HSIA HSUEH LI | F | ROC | V | V | V | V | V | V | |||||
| Director | SYU ZIH-FU | M | ROC | V | V | V | V | V | ||||||
| Director | CHEN JIN-YIN | M | ROC | V | V | V | V | V | V | |||||
| Director | LI SHU-HUA | F | ROC | V | V | V | V | V | ||||||
| Director | SYU LI-SIAMNG | F | ROC | V | V | V | V | |||||||
| Iindependent director | Chin Tack Koi | M | ROC | V | V | V | V | V | V | |||||
| Iindependent director | Wu, Li-Lan | F | ROC | V | V | V | V | V | V | |||||
| Iindependent director | Lai, Yung-Cheng | M | ROC | V | V | V | V | V | ||||||
| Iindependent director | Chen, Chien-Yuan | M | ROC | V | V | V | V | V | ||||||
Succession planning for board members
The company director candidate nomination system, elected for a term of three years, the selection of directors, except otherwise provided by law or the articles of association, in accordance with the company director elections method to deal with.The selection of directors of the Company shall take into account the overall composition of the board of directors, the composition of the board of directors shall take into account the diversity of the board members, and formulate an appropriate diversity policy for its own operation, business type and development needs, including but not limited to the following criteria：
• Basic conditions and values: sex, age, nationality and culture, etc.
• The professional knowledge and skills: some professional background (such as legal, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.Achieve the ideal objectives of corporate governance, directors should generally possess the necessary knowledge, skills and qualities to perform their duties. The board of directors as a whole should possess the following capabilities:
• Operational judgment ability.
• Accounting and financial analysis ability.
• Operation and management ability (including operation and management of subsidiaries).
• Crisis management ability.
• Industry knowledge.
• International market view.
• Leadership skills.
• Decision-making ability.
• Knowledge and ability of risk management.
The Company conducts director succession planning through：
• The present directors recommend a suitable candidate.
• Candidates recommended by shareholders.
• The performance evaluation results of the Board of directors shall be the reference basis for the renewal of the director's term.
Succession planning for key management levels
• In the planning of the succession of important management level, it is necessary to have high executive ability, correct values, integrity, integrity and other personality traits, and will be "honest and pragmatic, creative, quality first, sustainable concept.• Important in the planning of the company philosophy as the principle, is committed to achieve employee satisfaction, customer satisfaction, shareholder satisfaction of the win-win-win goal.
• The company's staff at or above the manager level is an important management level, has formulated the position agent management measures, each has a designated position agent, to train and cultivate. In addition to the internal training of management ability, combined with job rotation and overseas group company experience, to comprehensively cultivate the decision-making ability of senior executives.
Board Performance Evaluation
- On August 12, 2022, the Company revised the performance evaluation method of the Board of Directors of the Company, which stated：
- The Board of Directors of the Company shall perform an internal board performance evaluation annually in accordance with the evaluation procedures and evaluation indicators set forth in Article 6 and 8.
- Contents include "Self-evaluation of directors (by themselves or their peers)", "Internal self-evaluation of the Board of Directors", and "internal self-evaluation of the Functional Committee".
- The performance evaluation of the Board of directors of the Company shall be carried out at least once every three years by an external professional independent organization or an external team of experts and scholars.
- The internal and external performance evaluation results of the board of directors shall be completed before the end of the first quarter of the next year, and the coordinating and implementing unit shall collect the data uniformly, record the evaluation results report according to the scoring standard of the evaluation indicators, and send it to the Board of directors for review and improvement.
| Year | Explain | Internal self-evaluation | External self-evaluation |
|---|---|---|---|
| 2023 | 1. Internal evaluation: The Company completed its internal evaluation in January 2023 and submitted the evaluation results to the Board of Directors on March 21, 2024 2. External evaluation: In January 2024, the Company will appoint China Corporate Governance Association, a corporate legal entity, to carry out 2023 external board effectiveness evaluation, and the company will submit the evaluation results to the Board of directors on March 21,2024 | 2023 report | 2023 report |
| 2022 | Internal Evaluation: The Company completed its internal evaluation in January 2023 and submitted the results to the Board of Directors on March 17, 2023 | 2022 report | |
| 2021 | Internal evaluation: The Company completed its internal evaluation in January 2022 and submitted the evaluation results to the Board of Directors on March 16, 2022 | 2021 report | |
| 2020 | 1. Internal evaluation: The Company completed its internal evaluation in January 2021 and submitted the evaluation results to the Board of Directors on March 16, 2021 2. External evaluation: In January 2021, the Company will appoint China Corporate Governance Association, a corporate legal entity, to carry out 2020 external board effectiveness evaluation, and the company will submit the evaluation results to the Board of directors on March 16 | 2020 report | 2020 report |
| 2019 | Internal evaluation: The Company completed the internal evaluation in January 2020 and submitted the evaluation results to the Board of Directors on March 12, 2020 | 2019 report | |
| 2018 | Internal Evaluation: The Company completed its internal evaluation in January 2019 and reported the results to the Board of Directors on March 21, 2019 | 2018 report |
Directors' and Managers' Liability Insurance
In order to establish and improve the corporate governance mechanism, reduce the legal and financial liabilities of the company's management class, and moderately mitigate the unknown risks undertaken by the company, the company has applied for the liability insurance of the board of directors and managers.
• Insurer：AIG TAIWAN
• Insurance period：2024/3/20~2025/3/20
• Insurance amount：USD 1,000,000 (subject to the insurance contract)
The communication between the independent director and the auditing supervisor and accountant of the companyM.
• The independent director of the Company regularly check the audit report sent by the audit supervisor and communicate with the audit supervisor.
• The audit supervisor of the company shall attend the audit committee and the Board of directors to conduct quarterly audit business reports, and fully communicate with the directors (including independent directors) about the implementation and results of audit business.2.
• The accountant of the company is in close contact with the independent directors and meets regularly at least twice a year to communicate with them about the company's financial and business status.
• Communication records, as follows：
Summary of communication between independent director and internal audit supervisor
| Date | Attendee | Matters of communication | Communication result |
|---|---|---|---|
| 2024/11/05 | Independent director Wu, Li-Lan Independent director Chen, Chien-Yuan Independent director Chin Tack Koi Independent director Lai, Yung-Cheng Audit Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competent authorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| 2024/08/06 | Independent director Wu, Li-Lan Independent director Chen, Chien-Yuan Independent director Chin Tack Koi Independent director Lai, Yung-Cheng Audi Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competent authorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| 2024/05/07 | Independent director Wu, Li-Lan Independent director Chen, Chien-Yuan Independent director Chin Tack Koi Independent director Lai, Yung-Cheng Audit Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competent authorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| 2024/03/21 | Independent director Wu, Li-Lan Independent director Chen, Chien-Yuan Independent director Chin Tack Koi Independent director Lai, Yung-Cheng Audit Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competent authorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| 2023/11/09 | Independent director LIOU,JHU Independent director LI CHUAN-DE Independent director HUANG MEI-LING Audit Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competent authorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| 2023/08/10 | Independent director LIOU,JHU Independent director LI CHUAN-DE Independent director HUANG MEI-LING Audit Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competent authorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| 2023/05/11 | Independent director LIOU,JHU Independent director LI CHUAN-DE Independent director HUANG MEI-LING Audit Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competent authorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| 2023/03/17 | Independent director LIOU,JHU Independent director LI CHUAN-DE Independent director HUANG MEI-LING Audit Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competentauthorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| 2022/11/03 | Independent director LIOU,JHU Independent director LI CHUAN-DE Independent director HUANG MEI-LING Audit Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competent authorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| 2022/08/04 | Independent director LIOU,JHU Independent director LI CHUAN-DE Independent director HUANG MEI-LING Audit Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competent authorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| 2022/05/05 | Independent director LIOU,JHU Independent director LI CHUAN-DE Independent director HUANG MEI-LING Audit Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competent authorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| 2022/03/16 | Independent director LIOU,JHU Independent director LI CHUAN-DE Independent director HUANG MEI-LING Audit Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competent authorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| 2021/11/10 | Independent director LIOU,JHU Independent director LI CHUAN-DE Independent director HUANG MEI-LING Audit Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competent authorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| 2021/08/12 | Independent director LIOU,JHU Independent director LI CHUAN-DE Independent director HUANG MEI-LING Audit Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competent authorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| 2021/05/12 | Independent director LIOU,JHU Independent director LI CHUAN-DE Independent director HUANG MEI-LING Audit Supervisor Lai Rufen | The recent promulgation and sharing of relevant laws and regulations by competent authorities Check matters during the period Other matters to be discussed | There is no opinion at this meeting |
| In 2024, the independent director communicated with the internal audit supervisor for 4 times. | |||
Summary of communication between independent director and accountant
| Date | Attendee | Matters of communication | Communication result |
|---|---|---|---|
| 2024/08/06 | Independent director Wu, Li-Lan Independent director Chen, Chien-Yuan Independent director Chin Tack Koi Independent director Lai, Yung-Cheng PwC Director SHEN, YI-FENG PwC The group leader ZHOU, MENG-XUAN | Presentation and presentation of the 2024 second quarter financial report. Communicate matters with management unit. The accountant will discuss and communicate the questions asked by the participants. | There is no opinion at this meeting |
| 2024/03/21 | Independent director Wu, Li-Lan Independent director Chen, Chien-Yuan Independent director Chin Tack Koi Independent director Lai, Yung-Cheng PwC Accountant Yu Zhifan PwC Director SHEN,YI-FENG | Presentation and presentation of the 2023 Consolidated and self-finance Report. Communicate matters with management unit. Critical check item. The accountant will discuss and communicate the questions asked by the participants. | There is no opinion at this meeting |
| 2023/08/10 | independent director LIOU,JHU independent director LI CHUAN-DE independent director HUANG MEI-LING PwC Accountant Yu Zhifan PwC Manager CAI,YI-TING | Presentation and presentation of the 2023 second quarter financial report. Communicate matters with management unit. The accountant will discuss and communicate the questions asked by the participants. | There is no opinion at this meeting |
| 2023/03/17 | independent director LIOU,JHU independent director LI CHUAN-DE independent director HUANG MEI-LING PwC Accountant Yu Zhifan PwC Manager CAI,YI-TING | Presentation and presentation of the 2022 Consolidated and self-finance Report. Communicate matters with management unit. Critical check item. The accountant will discuss and communicate the questions asked by the participants. | There is no opinion at this meeting |
| 2022/08/04 | independent director LIOU,JHU independent director LI CHUAN-DE independent director HUANG MEI-LING PwC Accountant Yu Zhifan PwC The group leader He Youci | Presentation and presentation of the 2022 second quarter financial report. Communicate matters with management unit. The accountant will discuss and communicate the questions asked by the participants. | There is no opinion at this meeting |
| 2022/03/16 | independent director LIOU,JHU independent director LI CHUAN-DE independent director HUANG MEI-LING PwC Accountant Ye Cuimiao PwC Manager Feng Yanxiang | Presentation and presentation of the 2021 Consolidated and self-finance Report. Communicate matters with management unit. Critical check item. The accountant will discuss and communicate the questions asked by the participants. | There is no opinion at this meeting |
| 110/08/12 | independent director Liu Zhu independent director Lee Chuande independent director Huang Meiling PwC Accountant Ye Cuimiao PwC Director Chen Jianwei | Presentation and presentation of the financial report for the second quarter of 2021. Communicate matters with management unit. The accountant will discuss and communicate the questions asked by the participants. | There is no opinion at this meeting |
| 2021/03/16 | independent director LIOU,JHU independent director LI CHUAN-DE independent director HUANG MEI-LING PwC Accountant Ye Cuimiao PwC Director Chen Jianwei | Presentation and presentation of the 2020 Consolidated and individual financial Report. Communicate matters with management unit. Critical check item. The accountant will discuss and communicate the questions asked by the participants. | There is no opinion at this meeting |
| 2020/08/12 | independent director Liu Zhu independent director Lee Chuande independent director Huang Meiling PwC Accountant Ye Cuimiao PwC Director Chen Jianwei | Presentation and presentation of the financial report for the second quarter 2020. Communicate matters with management unit. The accountant will discuss and communicate the questions asked by the participants. | There is no opinion at this meeting |
| 2020/03/12 | independent director Liu Zhu independent director Lee Chuande independent director Huang Meiling PwC Accountant Ye Cuimiao PwC Director Chen Jianwei | Presentation and presentation of 2019 consolidated and individual financial reports. Communicate matters with management unit. Critical check item. The accountant will discuss and communicate the questions asked by the participants. | There is no opinion at this meeting |
| 2019/08/13 | independent director LIOU,JHU independent director LI CHUAN-DE independent director HUANG MEI-LING PwC Accountant Ye Cuimiao PwC Director Chen Jianwei | Presentation and presentation of the financial report for the second quarter 2019. Communicate matters with management unit. The accountant will discuss and communicate the questions asked by the participants. | There is no opinion at this meeting |
| 2019/03/21 | independent director LIOU,JHU independent director LI CHUAN-DE independent director HUANG MEI-LING PwC Accountant Ye Cuimiao PwC Director Chen Jianwei | There is no opinion at this meeting | |
| In 2024, the independent director communicated with the accountant for 4 times. | |||