- Chairman
- Chang Feng-Chi
- 2019/06/20
- MBA, National Taiwan University
- President, Shin-Long Construction Co.
- Responsible person, Zong Deh Investment Co., Ltd.
- Director
- Chou Chun-Nan
- 2019/06/20
- Master's, NTHU Department of Computer Science
- President & Head of Programming Dept. of the Company
- Responsible person, Classic international Co., Ltd.
- Software engineer, Lapis Online Inc.
- Independent Director
- Kao Jen-Lung
- 2019/06/20
- Doctor's of Economics, Oklahoma State University
- Director, Department of Business Administration, FuJen Catholic University
- Professor, Department of Business Administration, FuJen Catholic University
- Director, Cardinal Tien Hospital
- Independent Director
- Sir Min-Hong
- 2019/06/20
- Bachelor's in financial management, California State University, Hayward School
- MBA, Ateneo de Manila University
- Vice Chief Operating officer & CFO of Orient Semiconductor Electronics, Ltd.
- President & Director, M/A-COM Technology Solutions Inc.
- Independent Director
- Chiang Sue-Jane
- 2019/06/20
- Doctor's, Department of Finance, National Sun Yat-sen University
- Associate Professor, Department of Business Administration, FuJen Catholic University
- Supervisor
- Chen Ching-Tung
- 2019/06/20
- Master degree of NCCU College of Commerce
- Chairman & General Manager, Yi Chang Development Construction Co., Ltd.
- President, Hwashin Security Investment Consultant Co., LTD.
- President and General Manager, Yi Chang Development Construction Co., Ltd.
- Supervisor
- Yang Chang-Lin
- 2019/06/20
- Doctor's, Industrial Management Department, National Taiwan University of Science and Technology
- Professor, Department of Business Administration, FuJen Catholic University
- Supervisor
- Representative of Shin-Long Construction Co.
Chen Chang-Wen
- 2019/06/20
- Department of Industrial and Business Management, China University of Technology
- Specialist, Taiwan First Trust Investment Co., Ltd.
- Finance Manager, Liu You Investment Co., Ltd.
The Company's Corporate Governance Best-Practice Principles stipulate that:
Chapter III. Enhance the functions of the board of directors
Section 1. Structure of Board of Directors
Article21:
The Company's board of directors shall direct company strategies, supervise the management, and be responsible to the Company and the shareholders. The various operations and arrangements about corporate governance system shall ensure that the board of directors shall exercise the power in accordance with laws, Articles of Incorporation or resolutions made by a shareholders' meeting.
The structure of the Company's board of directors shall decide 5 or more director seats based on the Company's business development scale and the shareholdings of its major shareholders and by taking the operational needs into consideration.
The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
1. Basic requirements and values: Gender, age, nationality, and culture.
2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
The board members shall have the knowledge, competence and qualification required to meet their duties. In order to achieve the idealistic objective of corporate governance, the board of directors shall have the following capabilities:
- Capability to judge the operation.
- Capability to analyze accounting and finance.
- Utility. (Include the business management of subsidiaries)
- Capability to manage risk.
- Industrial knowledge.
- Global view on market.
- Leadership.
- Capability to make decision.
- Risk management knowledge and ability.
The composition of the board of directors, include 3 Independent Directors and 2 Directors(the Chairman of X-LEGEND ENTERTAINMENT CO., LTD. ,Chang Feng-Chi and the President Chou Chun-Nan) The members have the experience and professional skills include the fields of laws, finances, and business. Furthermore, The Company also pay attention of the gender equality. The goal of female director ratio is more than 20%. Currently, there are 5 directors, including 1 female director, the ratio of female director attain to 20%. The implementation bellows:
Job Title | Chairman | Director | Independent Director | Independent Director | Independent Director |
---|---|---|---|---|---|
Name | Chang Feng-Chi | Chou Chun-Nan | Kao Jen-Lung | Sir Min-Hong | Chiang Sue-Jane |
Male | Male | Male | Male | Male | Female |
Capability to judge the operation | V | V | V | V | V |
Capability to analyze accounting and finance | V | V | V | V | |
Utility | V | V | V | V | V |
Capability to manage risk | V | V | V | V | V |
Industrial knowledge | V | V | V | V | V |
Global view on market | V | V | V | V | V |
Leadership | V | V | V | V | V |
Capability to make decision | V | V | V | V | V |
Risk management knowledge and ability | V | V | V | V | V |
The Company has defined in its Articles of Incorporation that two independent directors should be elected, in accordance with Article 14-2 of the Securities and Exchange Act. Meanwhile, the Articles of Incorporation also provides that the election of independent directors shall apply the candidate nomination system as referred to in Article 192-1 of the Company Law.
The Company has nominated Jen-Lung Kao, Ming-Hung Sir and Sue-Jane Chiang as the candidates for independent directors upon unanimous agreement of the board members on March 8, 2019, who were elected as the independent directors at the shareholders' meeting of 2019 and should assume the post from June 20, 2019 to June 19, 2022.
The Company has announced in a public notice, the period for accepting the nomination of independent director candidates, the quota of independent directors to be elected, the place designated for accepting the roster of independent director candidates nominated, and other necessary matters, on March 8, 2019 in accordance with Article 192-1 of the Company Law. Any shareholder holding more than 1% of the total number of outstanding shares issued by the Company may submit to the Company of the name, education background and past work experience of the director candidates, the letter of understanding issued by each director candidate to consent to act as director after he/she/it has been elected as such, a written statement issued by each director candidate assuring that he/she/it is not under any of the circumstances set forth in Article 30 of the Company Law, and other evidential documents executed and provided by each director candidate via the registered mail to the Company (Address: 7F., No.288, Sec. 6, Civic Blvd., Xinyi Dist., Taipei City) from April 12, 2019 to April 22, 2019.
During said-noted time limit, the Company only received the independent director candidates were nominated by the board of directors , while no roster of other independent director candidates submitted by the independent director candidates nominated by the shareholders holding 1% or more of the total number of outstanding shares issued by the Company. Upon examination by the board of directors, the education background and past work experience, professional expertise and independence of said three independent director candidates were held complying with Article 2, Article 3 and Article 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" and Paragraph 4 of Article 192-1 of the Company Law. Therefore, Jen-Lung Kao, Ming-Hung Sir and Sue-Jane Chiang were included into the roster of independent director candidates to be elected at the general shareholders' meeting of 2019.
Names and education background & past work experience of the three independent director candidates are stated as following :
- Independent Director
- Kao Jen-Lung
- Doctor's of Economics, Oklahoma State University
- Director, Department of Business Administration, FuJenˇ@Catholic University
- Professor, Department of Business Administration, FuJenˇ@Catholic University
- Director, Cardinal Tien Hospital
- Independent Director
- Sir Min-Hong
- Bachelor's in financial management, Californiaˇ@State University, Hayward School
- MBA, Ateneo de Manila University
- Vice Chief Operating officer & CFO of Orient Semiconductor Electronics, Ltd.
- President & Director, M/A-COM Technology Solutions Inc.
- Independent Director
- Chiang Sue-Jane
- Doctor's, Department of Finance, National Sun Yat-sen University
- Associate Professor, Department of Business Administration, FuJen Catholic University