| Name and Job Title | Education & Experience | Major Current Positions |
|---|---|---|
Wang, Yu-Tzu Chairman Alpha Victor Limited Representative | • Department of International Trade, Fu Jen Catholic University • Chairman of Good Things International Ltd. | • Chairman of Ventec International Group Co., Ltd. • Chairman of Good Things International Ltd. • Chairman of Ten Mark Corporation |
Chung, Chien- Jen Director and CEO & General Manager | • Department of Chemical Engineering, Tunghai University • R&D Manager Asia Chemical • Chief Operating Officer for Asia of Ventec International Group Co., Ltd. | • CEO & General Manager of Ventec International Group Co., Ltd. |
Chiu,Yi-Cheng Director CT Capital Limited Representative | • Doctor of Environment, Peking University. • Master’s degree, College of Management, National Taiwan University. • Master’s degree, College of Management, Fudan University. • Chairman of CT Capital Limited. • Chairman of Excel Tek Engineering Consultants Corp. | • Chairman of CT Capital Limited. • Chairman of Excel Tek Engineering Consultants Corp. |
Pai, Yu-Li Director Elite Gain International Limited Representative | • Department of International Trade, Takming University of Solence and Technology. • Director of Elite Gain International Limited. • Supervisor of Good Things International Ltd. • Director of Ten Mark Corporation. • Director of Ventec International Group Co., Ltd. | • Director of Elite Gain International Limited. • Supervisor of Good Things International Ltd. |
Sheu, Yuan-Kuo Independent Director | • Doctor of Law, South Carolina State University • Legislator • Assistant Professor, Risk Management And Insurance Department, Shih Chien University | • Adviser of Direction International Law. |
Chen, Tsung-His Independent Director | • Master’s degree, Graduate Institute of Accounting in-Service Master’s Program, Taipei University • Tsung Fung CPA Office Executive CPA | • Tsung Fung CPA Office Executive CPA |
Hou, Yu-Tau Independent Director | • Master’s degree, Graduate Institute of Engineering, Brown University • Technical Marketing Director of Realtek Semiconductor Corp. • Vice President for Asia of ASTEC AGENCIES LTD | • Chief Operating Officer of Consulting Engineering Ltd. |
• At present, our company has a total of 7 directors (including 3 independent directors). The selection of directors is based on the company's "Memorandum and Articles of Association" through a candidate nomination system, and the "Code of Corporate Governance Practice" and "Director Selection Procedure" stipulate that the composition of the board of directors should consider diversity, and formulate diversified policies based on the company's own operation, operation mode, and development needs. Board members must have professional backgrounds (such as legal, accounting, industry, finance, marketing or technology) and professional skills (such as operational judgment ability, accounting and financial analysis ability, business management ability, crisis management ability, industry knowledge, international market view, leadership ability, decision-making ability), including but not limited to basic conditions and values, professional knowledge and skills, etc. Standard.
• In order to enhance the professionalism of board members, our company considers selecting courses related to corporate governance topics such as finance, risk management, business, legal, accounting, corporate social responsibility, or internal control systems and financial reporting responsibilities beyond the professional abilities of each director for further education. Each person is arranged at least 6 hours of training courses per year to ensure that board members have a considerable level of industry knowledge and acquire new knowledge.
Our company emphasizes that in addition to possessing certain professional skills, the management team must conform to the company's core corporate culture and values of innovation, division of labor, cooperation, and sharing, and cooperate with the company's development strategy. Through management meetings, executive meetings, etc., we deepen our understanding of business philosophy and various management skills, cultivate multi-faceted abilities, and facilitate the inheritance of talent and management experience. Our company mainly cultivates the abilities of senior executives, including assistants, through work project tasks to develop their planning and execution skills, and enhances their management, judgment, and problem-solving abilities through part-time and agency positions. The company attaches great importance to the long-term development of human resource succession planning and hopes to cultivate talents from various fields in order to complete the talent inheritance plan within the next 10 years.
The board of directors of our company passed the "Board Performance Evaluation Method" on April 24, 2018, which stipulates that the board of directors should conduct internal performance evaluations at least once a year and external performance evaluations at least once every three years.
Our company plans and executes the performance evaluation of the board of directors every year, including the self-evaluation of the overall board of directors, individual board members, and functional committees. We distribute questionnaires to all directors and committee members to fill out, and evaluate various assessment items based on the actual operation of the board of directors. The evaluation scope includes the board of directors, board members, compensation committee, and audit committee. The evaluation results are excellent and will be reported to the board of directors on March 12, 2024.
| Evaluation Scope | Evaluation Period | Evaluation Method | Evaluation Criteria |
|---|---|---|---|
| Board of Directors | 2023.01.01-12.31 | Assessment conducted by the Board secretariat based on actual Board operations | Five dimensions: 1. Participation in Company operations |
| Board Members | 2023.01.01-12.31 | Self-assessment by each director | Six dimensions: 1.Understanding of company
goals and missions |
| Remuneraion Committee | 2023.01.01-12.31 | Self-assessment by committee members | Four dimensions: 1. Participation in Company operations |
| Audit Committee | 2023.01.01-12.31 | Self-assessment by committee members | Four dimensions: 1. Participation in Company operations |
In 2024, our company appointed the Taiwan Investor Relations Institute (TIRI), an external independent organization with no business dealings, to evaluate the performance of the board of directors for the period from October 1, 2023 to September 30, 2024. The organization appointed three evaluation experts to evaluate the operational performance of the board of directors in terms of its composition and professional development, decision-making quality, operational performance, internal control and risk management, and participation in corporate social responsibility. The evaluation was conducted through questionnaires and on-site interviews. Our company has obtained professional and objective evaluation results and recommendations through the scrutiny of professional institutions and the guidance and communication of evaluation committee members. The evaluation results have been reported to the board of directors on December 23, 2024.
The composition of the board of directors has a balanced internal and external director structure and independent director seats. The board members have rich experience and diverse professional skills, including business management, industrial technology, academia, and financial law, all of which meet the needs of the company's development; In addition to holding quarterly board meetings, provide information on the company's operations, performance achievements, and potential risks to development to board members on an irregular basis, to assist directors in timely monitoring the company's operational status and strategic execution.
| Item | Assessment Report Recommendations | Proposed Implementation Measures by the Company |
|---|---|---|
| 1 | Plan in advance to ensure that female directors account for one-third of the board seats | After the comprehensive re-election of the board of directors in 2024, the company currently has only 1 female director, accounting for 14% of the total board members. In accordance with the requirements of the Sustainable Development Action Plan for Listed and OTC Companies, if the proportion of directors of either gender fails to reach one-third in 2025, the company is legally required to explicitly disclose the reasons and implementation measures in its annual report. The company will plan in advance to ensure that female directors account for one-third of the board seats before the next comprehensive board re-election, so as to increase women's participation in decision-making and optimize the board structure. |
| 2 | Plan in advance to ensure that more than half of the independent directors do not serve more than three consecutive terms | With the comprehensive re-election of the board of directors in 2024, the 3 independent directors will be serving their third consecutive term. In compliance with relevant laws and regulations, the company will plan in advance to ensure that more than half of the independent directors do not serve more than three consecutive terms before the next comprehensive board re-election. This will enable independent directors to exercise their functions and powers objectively and prevent the impairment of their independence due to long-term tenure. |
| 3 | Establish a "Sustainability Committee" as a functional committee under the board of directors | The company has formulated the Sustainable Development Code of Practice, with the management department concurrently serving as the organization responsible for promoting sustainable development. Relevant organizations jointly plan and implement annual sustainable development programs. In response to international trends and to effectively implement ESG (Environmental, Social and Governance) initiatives, the company plans to establish a "Sustainability Committee" as a functional committee under the board of directors in the future, to assist the board in continuously promoting and strengthening corporate governance related to sustainable operation and corporate social responsibility. |
| 4 | Assign the audit committee or a functional committee under the board of directors to supervise risk management | The company currently conducts risk assessment work. To enhance corporate governance, improve the effectiveness of the company's risk control, and boost its corporate governance rating, the company plans to assign the audit committee or a functional committee under the board of directors to supervise risk management in the future. |
| 5 | Compile a sustainability report and obtain approval from the board of directors | In accordance with the Sustainable Development Action Plan for Listed and OTC Companies issued by the Financial Supervisory Commission, the company will start compiling the 2024 Sustainability Report in 2025. Based on the GRI Standards issued by the Global Reporting Initiative, the company will complete the Chinese version of the sustainability report by the end of August each year, submit it to the board of directors for approval, and finally publish the report on the Market Observation Post System (MOPS) and the company's official website. |
| 6 | Establish an internal control system for sustainability information management | In accordance with the revised requirements issued by the Financial Supervisory Commission in April 2024, which mandate listed and OTC companies to incorporate sustainability information management into their internal control systems, the company will establish an internal control system for sustainability information management. The system will be submitted to the audit committee and the board of directors for review and approval, to strengthen the company's management of sustainability information. |
| 7 | Convene at least two investor conferences every year, with an interval of more than three months between the first and last sessions | The company plans to convene at least two investor conferences every year in the future, with an interval of more than three months between the first and last sessions. By increasing the frequency of investor conferences, the company aims to enhance investors' understanding of the company and strengthen the transparency of corporate information. |
| 8 | Proactively promote environmental and social governance | In response to the continuous addition of quotas and weights for environmental and social dimensions related to "promoting sustainable development" in the corporate governance rating system, which is expected to be transformed into an "ESG Rating System" in 2026, the company plans to gradually increase governance initiatives in environmental and social aspects. |
