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Submitted by endlin on 9 November 2022

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 110.08.04 to 113.08.03

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.

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  Nationality 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-SIANG F ROC     

V

      

V

V

V

   
Iindependent
director
LI CHUAN-DE M ROC  

V

    

V

V

 

V

 

V

V

Iindependent
director
HUANG MEI-LING F ROC  

V

        

V

V

V

V

V

Independent
director
LIOU,JHU M ROC       

V

   

V

V

V

V

V

Independent
director

Chin Tack Koi M ROC     V

 

   

V

V

V

V

V

 

Percentage of directors with employee status: 22.22%(2)
Proportion of independent directors: 40%(4)
Female board members: 40%(4)
Male board members: 60%(6)

Title Name Last date
of appointment
Date of
initial
appointment

Independent director tenure

The main classics (studies) calendar

Attendance of
directors at
board training sessions

Less than
3 years
3-9
years
more than
9 years
Director TSAO TSE CHENG 110/08/04 101/06/20        NYCU Master Degree
Good Way Tech. CO.,LTD  Chairman 
https://mops.
twse.com.tw/
mops/web/
t93sc03_1
Director HSIA HSUEH LI 110/08/04 101/06/20        Kaohsiung High Business School Accounting and Statistics
Good Way Tech. CO.,LTD  Vice Chairman
     
Director SYU ZIH-FU 110/08/04 101/06/20        National Kaohsiung Marine University
Good Way Tech. CO.,LTD  VP
Director CHEN JIN-YIN 110/08/04 110/08/04       NTU Graduate school of Business
Xuan He Technology Co., LTD Director
Director LI SHU-HUA 110/08/04 105/06/07       University of Southern Queensland Graduate school of Business
Ruiheting Construction and Development CO.,LTD CFO
Director SYU LI-SIANG 110/08/04 105/06/07       Mie University Graduate school of Business
Tai Long Construction  Financial Manager
Independent
director
LI CHUAN-DE 110/08/04 101/06/20     

V

NYCU master Degree
Aplex Technology chairman
AAEON Technology Inc. VP
Independent
director
HUANG MEI-LING 110/08/04 101/06/20     

V

Fo Guang university Department of Communication master degree                                             
TAIWAN PLASTIC OPTICAL FIBER CO., LTD.
CFO
Consultant and lecturer of the Labour Council
Independent
director
LIOU,JHU 110/08/04 102/07/31     

V

Syracuse Univ.in USA PHD
Hong Kong Technology Centre President
Hong Kong Stock Exchange GEM listing Review member
Independent
director

Chin Tack Koi

112/11/30 112/11/30    

V

Department of Accounting, National Taiwan University
Mercuries & Associates Holding, Ltd. VP/ Deputy Spokesperson

 

The communication between the independent director and the auditing supervisor and accountant of the company

  • 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
112.11.09 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
112.08.10 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
112.05.11 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
112.03.17 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 competent authorities
Check matters during the period
Other matters to be discussed
There is no opinion at this meeting
111.11.03 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
111.08.04 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
111.05.05 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
111.03.16 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
110/11/10 independent director Liu Zhu
independent director Lee Chuande
independent director Huang Meiling 
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
110/08/12 independent director Liu Zhu
independent director Lee Chuande
independent director Huang Meiling 
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
110/05/12 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 2023, the independent director communicated with the internal audit supervisor for 4 times.

 

Summary of communication between independent director and internal audit supervisor
Date Attendee Matters of communication Communication result
112.08.10 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
112.03.17 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
111.08.04 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
111.03.16 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
110/03/16 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
109/08/12 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
109/03/12 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
108/08/13 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
108/03/21 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 2018 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

In 2023, the independent director communicated with the internal audit supervisor for 2 times.

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
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
  • 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
  • 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  

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: 2023/3/30~2024/3/20

Insurance amount: USD 1,000,000 (subject to the insurance contract)