Homepage Governance Governance Structure and Board of Directors

      Governance Structure and Board of Directors

      Organizational structure

       

       

      Board of Directors

       

      Title Name Major Education/Experience
      Chairperson Hsieh Ching-Fu
       EMBA, National Chengchi University; Chairman, KENMEC MECHANICAL ENGINEERING CO.,LTD. 
      Director Shen Li-Chuan
       EMBA, National Taipei University; General Manager of Operations, Kuang Yun Mechanical Engineering Co., Ltd.
      Director Hsieh Ming-Chih  Information Department, Christchurch Polytechnic Institute of Technology; Associate Manager, Kuang Yun Mechanical Engineering Co., Ltd.
      Director Chen Chien-Liang  EMBA, National Chengchi University; Chairman, Full Shine Optoelectronics Co., Ltd.
      Independent Director Kan Yao-Rong  EMBA, National Chengchi University; General Manager, Fullon Hotel Co., Ltd.
      Independent Director Wang Chia-Hsiang
       Master of Accounting, Gardner-Webb University; Partner and Director, Crowe (TW) CPA Firm
      Independent Director Yeh Fu-Ling  MBA, University of Pittsburgh; Independent Director, Add New Strength Co., Ltd.

      Independent Director Selection Information

       

      Diversity, Independence, and Professional Expertise of the Board of Directors

       

      The board of directors of the company is responsible for guiding corporate strategy, supervising management, and being accountable to the company and its shareholders. Its corporate governance system and operations ensure that the board exercises its powers in compliance with applicable laws, the company’s articles of incorporation, and shareholder resolutions.

      The company advocates and respects a policy of board diversity, believing that it enhances corporate governance and promotes the healthy development of board composition and structure. Board member selection is based on merit, emphasizing diverse and complementary cross-industry expertise. This includes fundamental attributes (e.g., age, gender, nationality) and industry-specific experience and skills (e.g., mechanical, electronics, engineering, hospitality, finance, biotechnology), as well as capabilities in business judgment, management, leadership, decision-making, and crisis management.

      1. Board Composition

      Directors are elected under a candidate nomination system in accordance with Article 192-1 of the Company Act, with the final selection made at the shareholders' meeting. The board meets at least quarterly and convenes as necessary during emergencies.

      Under the company’s corporate governance guidelines, the board’s composition considers diversity, ensuring members possess essential knowledge and skills alongside varied professional backgrounds.

      • Average Tenure: 10.6 years.

        • Director Shen Li-Chuan: Tenure under three years.

      • Nationality: All members are Taiwanese.

      • Structure:

        • Independent directors: 3 (42.86%).

        • Employee director: 1 (14.29%).

      • Age Distribution:

        • 3 directors aged 41–50.

        • 3 directors aged 51–60.

        • 1 director aged 71–80.

      The company emphasizes gender equality in board composition. The current board includes 2 female independent directors (28.57%) and aims to increase this proportion in the future.

      2. Board Competencies

      The board collectively demonstrates expertise in the following areas:

      1. Business judgment.

      2. Accounting and financial analysis.

      3. Management.

      4. Crisis management.

      5. Industry knowledge.

      6. International market expertise.

      7. Leadership.

      8. Decision-making.

      Specific expertise among members:

      • Mechanical and Engineering: Chairperson Hsieh Ching-Fu, Directors Shen Li-Chuan, Hsieh Ming-Chih, and Independent Director Kan Yao-Rong.

      • Finance and Banking: Directors Shen Li-Chuan, Chen Chien-Liang, and Independent Directors Kan Yao-Rong and Wang Chia-Hsiang.

      • Public Welfare: Director Chen Wei-Ti.

      • Hospitality Management: Independent Director Kan Yao-Rong.

      • Biotechnology: Independent Director Yeh Fu-Ling, former chairperson of a biotech company.

      • Accounting and Finance: Independent Director Wang Chia-Hsiang, a certified accountant with extensive experience in practice, management, and education.

      3. Board Diversity

      To enhance corporate governance and foster the healthy development of board composition and structure, the company adopted the Corporate Governance Practice Guidelines in 2023. Article 24(3) highlights the policy on board diversity, emphasizing two main dimensions:

      1. Fundamental Attributes and Values:

        • Gender, age, nationality, and cultural background.

        • Female directors should account for at least one-third of total board seats.

      2. Professional Knowledge and Skills:

        • Professional backgrounds in law, accounting, industry, finance, marketing, or technology.

        • Relevant skills and industry experience.

      4. Independence

      The board consists of 7 members, including 3 independent directors (42.86%). All independent directors comply with the relevant regulations set by the Financial Supervisory Commission’s Securities and Futures Bureau. There are no conflicts of interest as outlined in Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act.

      For further details, refer to the company’s annual report section on “Disclosure of Director Qualifications and Independence of Independent Directors.”

      Implementation of the Board Diversity Policy

      The company remains committed to realizing its board diversity policy, striving for a well-rounded and inclusive board composition to support long-term corporate governance and performance.

      Role Nationality Gender
      Employee Status
      		Age Independent Director Tenure Business & Supply Mechanical & Engineering Finance & Banking Hospitality Management
      		Biotechnology Finance & Accounting Risk Management
      Director

      KENMEC MECHANICAL ENGINEERING CO.,LTD. Representative: Hsieh Ching-Fu

      		 Republic of China

      M

      V

      71~80

      -

      V

      V

      -

      -

      -

      -

      V
      Director

      KENMEC MECHANICAL ENGINEERING CO.,LTD. Representative: Shen Li-Chuan

      F

      -

      51~60

      -

      V

      V

      V

      -

      -

      V

      V
      Director Hsieh Ming-Chih

      M

      -

      41~50

      -

      V

      V

      -

      -

      -

      -

      V
      Director Chen Chien-Liang M

      -

      41~50

      -

      V

      -

      V

      -

      -

      -

      V
      Independent Director Kan Yao-Rong M

      -

      51~60

      		 Over 9 years

      V

      V

      V

      V

      -

      -

      V
      Independent Director Wang Chia-Hsiang M

      -

      41~50

      		 Over 9 years

      V

      -

      V

      -

      -

      V

      V
      Independent Director Yeh Fu-Ling

      F

      -

      51~60

      		 Over 9 years

      V

      -

      -

      -

      V

      -

      V

       

      Board Performance Evaluation
       
      The company has established a performance evaluation system for the board of directors. In November 2019, the board adopted the Board Performance Evaluation Measures to encourage self-assessment among board members and enhance the board's operational efficiency. Internal board performance evaluations are conducted annually, with self-assessments and a review of results completed in the first quarter of the following year. External evaluations are performed at least once every three years by independent professional organizations or external experts and scholars, with assessments for the respective year completed by the end of the fiscal year.
      Internal Performance Evaluation
      For 2023 (Year 112 of the Republic of China calendar), the company completed self-assessments for the board, individual directors, and functional committees (including the Audit Committee and the Compensation Committee). The results were reported to the board in the first quarter of 2024 as a basis for review and improvement.
      Evaluation Results
      1. Board Performance Self-Assessment
        • Overall Average Score: 4.47 out of 5.
        • "Board Composition and Structure" Score: 4.63, reflecting successful implementation of board diversity policies.
      2. Individual Director Performance Self-Assessment
        • Overall Average Score: 4.92 out of 5, indicating strong performance across the board.
      3. Audit Committee Performance Self-Assessment
        • Overall Average Score: 4.63 out of 5.
        • "Participation in Company Operations" Score: 5 out of 5.
      4. Compensation Committee Performance Self-Assessment
        • Overall Average Score: 4.63 out of 5.
        • "Participation in Company Operations" Score: 5 out of 5.
      External Performance Evaluation

      Evaluation Period

      Evaluation Content

      Evaluation Description

      Evaluation Results and Improvements

      Evaluation Report

      2011/01/01

      ~
      2011/12/31

      		 The composition, guidance, delegation, supervision, communication, self-discipline, internal control, and risk management of the Board of Directors. For the 2021 Board of Directors' performance assessment and self-assessment, the company engaged the external professional and independent organization, the "Taiwan Investor Relations Institute." The evaluation was conducted through questionnaires and on-site visits by evaluators Guo Zong-Lin, Yao Wen-Jun, and Su Wei-Guo. This organization and its experts maintain independence with no business dealings with the company. The results were reported to the Board of Directors on March 16, 2022.

      Recommendations from External Experts:

      1. 1.Formulate a "Corporate Governance Best Practices Handbook."
      2. 2.Plan to add an additional independent director.
      3. 3.Distribute Board meeting materials in advance.
      4. 4.Establish a system to help new directors quickly familiarize themselves with the company.
      5. 5.Create multi-directional communication channels to enhance interactions with stakeholders.
      6. 6.Establish a functional committee for sustainable development.
      7. 7.Fulfill corporate social responsibility by preparing a sustainability report.
      8. 8.Arrange ESG-related training courses for Board members.
      9. .Integrate ESG topics into Board strategy discussions and provide regular updates on implementation.

      Improvement Actions:
      In 2023, the company began promoting corporate sustainability and has gradually addressed the above recommendations.

      2021 Board of Directors' Performance Evaluation Report

       

      113/01/01

      ~
      113/12/31

      (Evaluation in Progress)

      		 The composition and professional development of the Board, decision-making quality, operational efficiency, internal control, risk management, and engagement in corporate social responsibility. For the 2024 Board of Directors' performance assessment and self-assessment, the company engaged the "Taiwan Investor Relations Institute." The evaluation is being conducted through questionnaires and on-site visits by evaluators Guo Zong-Lin, Wan Xin-Ning, and Zheng Hui-Yi. The organization and its experts maintain independence with no business dealings with the company. The results are scheduled to be reported to the Board of Directors on March 5, 2025.

      Recommendations from External Experts:
      (To be updated as the evaluation progresses.)

      Improvement Actions:
      (To be updated upon completion of the evaluation.)

       

      		  

       

      Succession Planning for Board Members and Key Management Personnel

       

      Succession Planning and Operations for Board Members

      The company’s Articles of Incorporation stipulate that the election of directors fully adopts a candidate nomination system. Furthermore, the Corporate Governance Best Practice Principles and Director Election Procedures explicitly state that the composition of the board should consider diversity. The company formulates a diversity policy based on operational requirements, business models, and development needs, encompassing two main criteria: fundamental attributes and values, as well as professional knowledge and skills.

      The company’s ongoing director succession plan is supported by a database of potential candidates established using the following standards: integrity, accountability, decision-making ability, alignment with the company’s core values, and, for independent directors, professional knowledge and skills beneficial to corporate management. All directors should possess industry experience relevant to the company’s business. By incorporating elite professionals, the company ensures an effective, cohesive, diverse, and need-aligned board.

      The board includes at least two female directors, and its overall expertise covers areas such as corporate strategy, accounting and taxation, finance and banking, legal affairs, administrative management, and production management. The nomination and selection process for director candidates adheres to eligibility reviews and relevant regulations to ensure that, when vacancies or expansions arise, suitable new directors can be identified and appointed effectively.

      Additionally, the company has established the Board Performance Evaluation Measures. The evaluation criteria include factors such as alignment with corporate goals and missions, understanding of responsibilities, operational involvement, internal relationship management and communication, professional competency and continuing education, internal control, and the expression of concrete opinions. These evaluations ensure effective board operations and provide references for the future selection of directors.

      Succession Planning and Operations for Key Management Personnel

      The General Manager’s Office oversees the development of a succession talent mechanism, identifying employees in critical positions as key management personnel. Their roles are organized to align with relevant management functions, and position deputies are assigned to ensure effective daily training, knowledge transfer, and robust internal controls.

      Key management personnel are required to possess the necessary professional skills and relevant experience. Through daily management practices and assessments of personal characteristics, the company fosters core leaders who demonstrate integrity, decisiveness, and strong team cohesion.

      To cultivate key management personnel and their deputies, the company conducts regular leadership training, develops talent structures, and facilitates participation in routine management meetings. Additionally, the General Manager attends board meetings to assist in managing the company’s various business functions, strengthening capabilities in finance, production management, and operations and sales.

      Weekly leadership team management meetings review internal operational results, industry developments, and case studies on optimization and error resolution. These meetings also include sharing senior executives' extensive leadership experiences, fostering a corporate culture that drives the organization toward positive development.