Corporate Governance

Directors’ Information

Title Name Qualifications Concurrently
Chairman HO, CHIAO-SHENG Department of Mechanical Engineering, Provincial Taipei Institute of Technology
General Manager of Allied Supreme Corp.
Chairman of Allied Supreme (Jia Xing) Corp.
legal representative of Allied Supreme(Samoa)Corp.
legal representative of Allied Supreme (China) Corp.
Director of Yung qing Investment Co., Ltd.
Director Representative of Shang hao Investment Co., Ltd.:
CHEN, SHIH-LING
Chairman of Shang hao Investment Co., Ltd. Chairman of Lu cheng Investment Co., Ltd.
Chairman of Lu he Investment Co., Ltd.
Director HSIEH, SHENG-KUO Department of Chemistry, Tamkang University
Vice General Manager of Allied Supreme Corp.
Supervisor of Allied Supreme (Jia Xing) Corp.
Director Representative of Winston holding corp.:
SU MING-SHENG
Master of Business Administration, University of California
Chairman of Winston holding corp.
Chairman of Hsin ying Investment Co., Ltd.
Chairman of Heng yao Investment Co., Ltd.
Director WU, MING-YUAN Department of Electrical and Computer Engineering, Tamkang University None  
Director LEE, YUAN-CHUNG Department of Chemical Engineering, National Cheng Kung University
Chief Operating Officer of Allied supreme corp.
General Manager of Allied supreme (Jia Xing) corp.
legal representative of Aston fluorotech corp.
General Manager of Aston fluorotech corp.
Independent Directors LU, CHIEN-RONG B. S. in Engineering, National Tsing Hua University.
Vice General President of Formosa Plastics Corporation (Mailiao Branch).
Vice President of San-Jia Construction & Development Co., Ltd.
Representative Director of Chiayi Bus Company, Ltd.
Supervisor of GAO SHIH GOLF CO., LTD.
Director standing of Association of atmosphere protection in Taiwan.
Supervisor of Industrial safety and health association (ISHA) of The R.O.C.
Fluorine Chemistry Technical Adviser of GFCL EV Products Limited.
Independent Directors WANG, KUEI-CHING M.B.A., Michigan State University
B. A. in Economics, National Taiwan University
Operating Partner of Baring Private Equity Asia
Chief Financial Officer of Ting Hsin (Cayman Islands) Holding Corp.
Independent Director of Cheer time enterprise co., Ltd.
Chief Financial officer of Ho tung chemical corp.
Independent Director of Handa Pharmaceuticals, Inc.
Director of Artintel Investment Corp.
Supervisor of shanghai luer Science and technology ltd.
Independent Directors CHIEN,YU-KUO B. L., National Taiwan University
Legal Consultant of Unitech printed circuit board corp.
Legal Consultant of Abocom systems Inc.
Legal Consultant of Yi-Xin Construction Co., Ltd.
Head of Fore Front Intl Law Office
Independent Director Chen Yunzhang Chairman of Taiwan Chemours Co., Ltd.
Managing Director of Chemours Chemical (Shanghai) Co., Ltd. Titanium Dioxide Technology Greater China
None

Diversified Board

1. Implementation of diversity among board members

The company has formulated the "Corporate Governance Code of Practice" to regulate that the board of directors structure should take diversity into consideration. The relevant regulations have been disclosed on the company's website and public information observatory.
Article 13 of the Company's Articles of Association stipulates that directors shall fully adopt a candidate nomination system, evaluate each candidate's academic experience and qualifications, and comply with the "Corporate Governance Code of Practice" to ensure the diversity of directors.
According to Article 20, Item 3 of the Company's "Corporate Governance Code of Practice", board members should generally possess the necessary knowledge, skills, and literacy to perform their duties and have diverse representation on the board of directors, and should give due consideration to the benefits of diversity on the board of directors.
The company's corporate governance code of practice approved by the board of directors has clearly stated the board diversity policy. There are currently 9 directors. The implementation of diversity among all directors is as follows:

Among the total directors, 22.2% are employee directors and 33.3% are independent directors. Female directors account for 11.1% and male directors account for 88.9%.
Age distribution of directors: 22.2% between 51 and 60 years old, 77.8% between 61 and 70 years old. As of March 28, 2020, the term of independent directors is the third year.

On May 26, 2012, an additional independent director was elected at the annual shareholders' meeting. As of November 8, 2012, there are currently 10 directors. The implementation of diversity among all directors is as follows:
Among all directors, 20% are employee directors and 40% are independent directors. Female directors account for 10% and male directors account for 90%.
Age distribution of directors: 20% between 51 and 60 years old, 50% between 61 and 70 years old, and 30% over 70 years old.

Members of the company's board of directors each have different professional fields and rich industry experience, which can achieve diversified and complementary effects on directors' execution of duties and corporate governance. The core diversification projects of each director are as follows:

Name/Diversity Core Nationality Gender Employees
Identity
Age Independent Director Term Industrial experience Professional abilities
40-50 years old 51-60 years old 61-70 years old Age 71+ Under 3 years old 4-6 years Year 7-9 Chemical Industry Machinery Manufacturing Marketing Services Purchasing and supply Finance Information Technology Law Accounting Risk Management
Hou Jiasheng Republic of China Male                  
Xie Shengguo Republic of China Male                      
Chen Siling Republic of China Female                        
Su Mingsheng Republic of China Male                      
Wu Mingyuan Republic of China Male                          
Li Yuanzhong Republic of China Male                
Lu Jianrong Independent Director Republic of China Male              
Wang Guiqing Independent Director Republic of China Male                
Qian Yuguo Independent Director Republic of China Male                        
Chen Yunzhang Independent Director Republic of China Male              

Note: ● means having ability, ○ means having partial ability:




 

2. Implementation of diversity among board members

Management Goals Achieve situation
The professional background of board members should cover law, accounting, industry, finance, marketing or technology, and the number of seats in each professional field should be at least 2 people Achieved
Directors who concurrently serve as company managers should not exceed one-third of the directorships Achieved
At least one female director should sit on the board Achieved

Advanced Studies of Board of Directors and Performance Evaluation of Board of Directors

2023

1. Education status of board members

Professional title Name Study date Organizer of further education courses Refresher courses
Chairperson Hou, Chia-Sheng 2023/10/4 Republic of China Securities and Futures Market Development Foundation How do directors and supervisors monitor the enterprise risk management and crisis management
International Carbon Border Adjustment Mechanism and Domestic carbon pricing risk response
Number of training hours: 6
Director Li, Yuan-Chung 2023/10/4 Republic of China Securities and Futures Market Development Foundation How do directors and supervisors monitor the enterprise risk management and crisis management
International Carbon Border Adjustment Mechanism and Domestic carbon pricing risk response
Number of training hours: 6
Director Hsieh, Sheng-Kuo 2023/10/4 Republic of China Securities and Futures Market Development Foundation How do directors and supervisors monitor the enterprise risk management and crisis management
International Carbon Border Adjustment Mechanism and Domestic carbon pricing risk response
Number of training hours: 6
Director Su, Ming-Sheng 2023/10/4 Republic of China Securities and Futures Market Development Foundation How do directors and supervisors monitor the enterprise risk management and crisis management
International Carbon Border Adjustment Mechanism and Domestic carbon pricing risk response
Number of training hours: 6
Director Chen, Si-Ling 2023/10/4 Republic of China Securities and Futures Market Development Foundation How do directors and supervisors monitor the enterprise risk management and crisis management
International Carbon Border Adjustment Mechanism and Domestic carbon pricing risk response
Number of training hours: 6
Director Wu, Ming-Yuan 2023/10/4 Republic of China Securities and Futures Market Development Foundation How do directors and supervisors monitor the enterprise risk management and crisis management
International Carbon Border Adjustment Mechanism and Domestic carbon pricing risk response
Number of training hours: 6
Independent Director Lu, Chien-Jong 2023/10/4 Republic of China Securities and Futures Market Development Foundation How do directors and supervisors monitor the enterprise risk management and crisis management
International Carbon Border Adjustment Mechanism and Domestic carbon pricing risk response
Number of training hours: 6
Independent Director Wang, Kui-Ching 2023/10/4 Republic of China Securities and Futures Market Development Foundation How do directors and supervisors monitor the enterprise risk management and crisis management
International Carbon Border Adjustment Mechanism and Domestic carbon pricing risk response
Number of training hours: 6
Independent Director Chien, Yu-Kuo 2023/10/4 Republic of China Securities and Futures Market Development Foundation How do directors and supervisors monitor the enterprise risk management and crisis management
International Carbon Border Adjustment Mechanism and Domestic carbon pricing risk response
Number of training hours: 6
Independent Director Chen,Yun-Chang 2023/10/4 Republic of China Securities and Futures Market Development Foundation How do directors and supervisors monitor the enterprise risk management and crisis management
International Carbon Border Adjustment Mechanism and Domestic carbon pricing risk response
Number of training hours: 6
2023/11/1 Taiwan Academy Of Banking And Finance Corporate Governance Series Forum
Number of training hours: 3
2023/11/22 Republic of China Securities and Futures Market Development Foundation 2023 annual insider equity transaction legal compliance publicity briefing
Number of training hours: 3

 

I. Continuing Education of Directors

Position Name Date of training Organized by Training course
Chairperson Hou, Chia-Sheng 2022/9/21 Republic of China Securities and
Futures Market Development Foundation
Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Director Li, Yuan-Chung 2022/9/21 Republic of China Securities and
Futures Market Development Foundation
Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Director Hsieh, Sheng-Kuo 2022/9/21 Republic of China Securities and
Futures Market Development Foundation
Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Director Su, Ming-Sheng 2022/9/21 Republic of China Securities and
Futures Market Development Foundation
Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Director Chen, Si-Ling 2022/9/21 Republic of China Securities and
Futures Market Development Foundation
Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Director Wu, Ming-Yuan 2022/9/21 Republic of China Securities and
Futures Market Development Foundation
Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Independent Director Lu, Chien-Jong 2022/9/21 Republic of China Securities and
Futures Market Development Foundation
Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Independent Director Wang, Kui-Ching 2022/9/21 Republic of China Securities and
Futures Market Development Foundation
Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Independent Director Chien, Yu-Kuo 2022/9/21 Republic of China Securities and
Futures Market Development Foundation
Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6


 

I. Continuing Education of Directors

Position Name Date of training Organized by Training course
Chairperson Hou, Chia-Sheng 2021/9/15 Taiwan Corporate Governance Association Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Director Li, Yuan-Chung 2021/9/15 Taiwan Corporate Governance Association Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Director Hsieh, Sheng-Kuo 2021/9/15 Taiwan Corporate Governance Association Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Director Su, Ming-Sheng 2021/9/15 Taiwan Corporate Governance Association Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Director Chen, Si-Ling 2021/9/15 Taiwan Corporate Governance Association Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Director Wu, Ming-Yuan 2021/9/15 Taiwan Corporate Governance Association Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Independent Director Lu, Chien-Jong 2021/9/15 Taiwan Corporate Governance Association Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Independent Director Wang, Kui-Ching 2021/9/15 Taiwan Corporate Governance Association Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6
Independent Director Chien, Yu-Kuo 2021/9/15 Taiwan Corporate Governance Association Foundry and Advanced Packaging Technology and
Supply Chain Business Opportunities
From CSR to ESG corporate management mentality
Number of training hours :6


 

Performance Evaluation of Board of Directors

2023

Title
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Date
2023 Performance Evaluation Report of the Board of Directors and Functional Committees 2023 - 03 - 08
Title
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Date
2022 Performance Evaluation Report of the Board of Directors and Functional Committees 2022 - 03 - 14
Title
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2021 Performance Evaluation Report of the Board of Directors and Functional Committees 2021 - 05 - 17

Board Meeting Minutes

Title
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Date
Minutes of the 9st Board Meeting 2023 2023 - 12 - 27
Minutes of the 8st Board Meeting 2023 2023 - 11 - 08
Minutes of the 7st Board Meeting 2023 2023 - 10 - 04
Minutes of the 6st Board Meeting 2023 2023 - 08 - 09
Minutes of the 5st Board Meeting 2023 2023 - 07 - 12
Minutes of the 4st Board Meeting 2023 2023 - 05 - 08
Minutes of the 3st Board Meeting 2023 2023 - 04 - 10
Minutes of the 2nd Board Meeting 2023 2023 - 03 - 28
Minutes of the 1st Board Meeting 2023 2023 - 01 - 11
Title
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Date
Minutes of the 10th Board Meeting 2022 2022 - 12 - 21
Minutes of the 9th Board Meeting 2022 2022 - 11 - 08
Minutes of the 8th Board Meeting 2022 2022 - 10 - 12
Minutes of the 5th Board Meeting 2022 2022 - 05 - 31
Minutes of the 4th Board Meeting 2022 2022 - 05 - 09
Minutes of the 2st Board Meeting 2022 2022 - 03 - 28
Minutes of the 1st Board Meeting 2022 2022 - 03 - 14
Title
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Date
Minutes of the 11st Board Meeting 2021 2021 - 12 - 22
Minutes of the 10st Board Meeting 2021 2021 - 11 - 08
Minutes of the 9st Board Meeting 2021 2021 - 10 - 07
Minutes of the 8st Board Meeting 2021 2021 - 08 - 26
Minutes of the 7st Board Meeting 2021 2021 - 08 - 13
Minutes of the 6st Board Meeting 2021 2021 - 07 - 15
Minutes of the 5st Board Meeting 2021 2021 - 06 - 25
Minutes of the 4st Board Meeting 2021 2021 - 05 - 28
Minutes of the 3st Board Meeting 2021 2021 - 05 - 19
Minutes of the 2st Board Meeting 2021 2021 - 04 - 14
Minutes of the 1st Board Meeting 2021 2021 - 03 - 05
Title
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Date
Minutes of the 7nd Board Meeting 2020 2020 - 11 - 10
Minutes of the 6nd Board Meeting 2020 2020 - 09 - 02
Minutes of the 8nd Board Meeting 2020 2020 - 12 - 22
Minutes of the 5nd Board Meeting 2020 2020 - 08 - 13
Minutes of the 4st Board Meeting 2020 2020 - 07 - 10

Succession Planning for Board Members & Key Executives

1. Succession plan and operation of board members

1. The company's "Articles of Association" clearly stipulate that the election of directors shall adopt a candidate nomination system, and the "Corporate Governance Code of Practice" and "Director Election Methods" clearly stipulate that the composition of the board of directors should consider diversity. ization, and formulate diversified policies based on the company's own operations, operating types and development needs, including but not limited to two major aspects of standards: basic conditions and values, and professional knowledge and skills.

2. The company's ongoing director succession plan establishes a director candidate database based on the following standards: (1) Integrity, responsibility, innovation and Have decision-making ability, be consistent with the company's core values, and have professional knowledge and skills that will help the company's operation and management. (2) Have industrial experience related to the business operated by the company. (3) It is expected that the addition of this member will continue to provide the company with an effective, collaborative, diverse board of directors that meets the needs of the company. (4) Set up at least 1 female director, and the overall board expertise must include corporate strategy, accounting and taxation, finance, law, administrative management and production management. The company’s selection process for formulating a list of director candidates must comply with qualification reviews and relevant standards to ensure that when director seats become vacant or plans increase, suitable new director candidates can be effectively identified and selected.

3. The company also clearly defines the "Board of Directors Performance Evaluation Method", which measures items through performance evaluation, including control of company goals and tasks, awareness of responsibilities, participation in operations, and internal relationship management. and communication, professional functions and further training, internal control and specific opinion expressions, etc., to confirm the effective operation of the board of directors and evaluate the performance of directors as a reference for future selection of directors.

2. Succession planning for key management levels

In order to meet the needs of sustainable operation of the enterprise and to ensure the development of important management-level talents for smooth succession and continuation, the company has established "Education and Training Management Measures" and uses different talent development tools, The course aims to improve the management and leadership abilities of managers in managing people and matters, and to inherit the essence of corporate management.

In response to operational needs, the company prepares annual training plans, conducts various supervisor trainings, improves management capabilities in all aspects, provides relevant internal and external training resources, and encourages middle- and high-level talents to independently propose further studies or Various internships are held every year based on personal development needs to cultivate decision-making and professional abilities. Monthly business meetings are also used to cultivate the decision-making and thinking abilities of supervisors at the associate manager level and above.

Proportion and distribution of management personnel of the company:

Position Number of people in 2019 Number of people in 2020 Number of people in 2021 Number of people in 2022
Vice President/Associate Level 2 1 1 2
Manager/Assistant Manager Level 2 7 7 12
Course level, sub-course level 21 25 27 27
Group level, sub-group level 27 26 33 45
Total 55 59 68 86

In addition, the company conducts rotation of key talent departments based on development strategies, various investment plans and employee retirement status, hoping to cultivate talents in various fields to facilitate the inheritance of talents.

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