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.
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 |
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 |
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 |
||||||
Less than 3 years |
3-9 years |
more than 9 years |
||||||||||
Director | TSAO TSE CHENG | 2024/06/26 | 2012/06/20 | NYCU Master Degree Good Way Tech. CO.,LTD Chairman |
https://mops. twse.com.tw/ mops/web/ t93sc03_1 |
|||||||
Director | HSIA HSUEH LI |
2024/06/26 |
2012/06/20 | Kaohsiung High Business School Accounting and Statistics Good Way Tech. CO.,LTD Vice Chairman |
||||||||
Director | SYU ZIH-FU |
2024/06/26 |
2012/06/20 | National Kaohsiung Marine University Good Way Tech. CO.,LTD VP |
||||||||
Director | CHEN JIN-YIN |
2024/06/26 |
2021/08/04 |
NTU Graduate school of Business Xuan He Technology Co., LTD Director |
||||||||
Director | LI SHU-HUA |
2024/06/26 |
2016/06/07 | University of Southern Queensland Graduate school of Business Ruiheting Construction and Development CO.,LTD CFO |
||||||||
Director | SYU LI-SIANG |
2024/06/26 |
2016/06/07 | Mie University Graduate school of Business Tai Long Construction Financial Manager |
||||||||
Independent director |
LI CHUAN-DE |
2024/06/26 |
2023/11/30 | V | Department of Accounting, National Taiwan University Mercuries & Associates Holding, Ltd. VP/ Deputy Spokesperson |
|||||||
Independent director |
Wu, Li-Lan |
2024/06/26 |
2024/06/26 | V |
EMBA in Accounting, Tamkang University Chief Financial Officer, Accounting Manager and Acting Spokesperson, Nanoplus Limited (Cayman) Taiwan Branch Representative, ZHI-HUI Enterprise Management Consulting Co., Ltd. |
|||||||
Independent director |
Lai, Yung-Cheng |
2024/06/26 |
2024/06/26 | V |
Master of Business Administration (MBA), National Chiao Tung University BRIGHTV CONSULTING,Senior Business Consultant and Trainer Independent Director, APLEX TECHNOLOGY INC. |
|||||||
Independent director |
Chen, Chien-Yuan |
2024/06/26 |
2024/06/26 | V |
Institute of Economics, National Chengchi University Director, MGI Excellence & Co., CPAs |
- 112Year Summary of board motions
- 111Year Summary of board motions
- 110Year Summary of board motions
- 109Year Summary of board motions
- 108Year Summary of board motions
- 107Year Summary of board motions
- 106Year Summary of board motions
- 105Year Summary of board motions
- 104Year Summary of board motions
- 103Year Summary of board motions
- 102Year Summary of board motions
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 |
2024/03/21 | 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 |
2023/11/09 | 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 competent authorities 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 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 |
2021/08/12 | 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 |
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 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 |
2024/03/21 | independent director LIOU,JHU independent director LI CHUAN-DE independent director HUANG MEI-LING PwC Accountant Yu Zhifan PwC Director SHEN CHEN YI |
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 |
2021/08/12 | 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 |
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 | |||||||||
2023 |
|
2023 report | 2023 report | |||||||||
2022 |
|
2022 report | ||||||||||
2021 |
|
2021 report | ||||||||||
2020 |
|
2020 report | 2020 Report | |||||||||
2019 |
|
2019 report | ||||||||||
2018 |
|
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: 2024/3/30~2025/3/20
Insurance amount: USD 1,000,000 (subject to the insurance contract)