Responsibilities and Composition of the Board of Directors

1.Responsibilities of the Board of Directors

We decided on a Board of Directors comprising 9 to 13 members in consideration of the company's scale of business development and major shareholders as well as the need for balanced and practical operations. The Board's main responsibilities are to:

  • Guide company strategy
  • Supervise senior management
  • Be responsible for the company and its shareholders

2.Members of the Board of Directors

We currently have 9 directors, including 4 independent directors.

Title Chairman
Name Jean Liu
Background& Experience Ph.D., Chemistry, Northwestern University
Chairman of YFY Inc.
Notes  
Title Director
Name David Lo
Background& Experience Master of Financial Management, S.C. Johnson College of Business, Cornell University, USA
President of YFY Inc.
Notes  
Title Director
Name Kirk Hwang
Background& Experience Ph.D. in Chemistry and Material Sciences, University of Wisconsin-Madison
Chairman & CEO, Chung Hwa Pulp Corporation
Notes  
Title Director
Name Chin-San Wang
Background& Experience EMBA, Accounting and Management Strategy, National Taiwan University
Independent Director, Taiwan Cement Corporation
Notes  
Title Director
Name Chun-Chieh Huang
Background& Experience Master of Science and Technology Management Institute, National Chengchi University
President and Partner, Huacheng Capital Co., Ltd.
Notes  
Title Independent Director
Name Hsi Peng Lu
Background& Experience Ph.D. in Industrial Engineering, University of Wisconsin - Madison
Professor, Department of Information Management, National Taiwan University of Science and Technology
Notes Chairman of the Audit Committee
Chairman of Remuneration Committee
Title Independent Director
Name Di-Shi Huang
Background& Experience Master of Criminal Justice Management Institute,Oklahoma City University
Deputy Director of the Ministry of Justice Investigation Bureau
Notes Audit Committee
Remuneration Committee
Title Independent Director
Name Yie-Yun Chang
Background& Experience LL.D in University of Munich
Vice Principal, Fu Jen Catholic University
Notes Audit Committee
Remuneration Committee
Title Independent Director
Name Jin-li Hu
Background& Experience Ph.D. in Economic, State University of New York at Stony Brook
Professor at the Institute of Business and Management, National Yang Ming Chiao Tung University
Notes Audit Committee
Remuneration Committee

3.Board diversity policy and implementation

Our board diversity policy
On November 13, 2018, the Board passed a resolution to introduce a Code of Corporate Governance. YFY’s board diversity policy is set out in Chapter 3 (Composition and Powers of the Board), Article 19 of the Code. This includes adopting a candidate nomination system and complying with the company’s Director Election Rules and Code of Corporate Governance to ensure the diversity and independence of board members. None of the directors is a spouse or a relative within two degrees of relationship as required by Item 3 and Item of Article 26-3 of the Securities and Exchange Act. None of the independent directors, their spouses or relatives within the second degree of relationship are directors, supervisors or employees of the Company, its affiliates or companies with specific relationships with the Company and do not hold shares in the Company; nor have they provided commercial, legal, financial or accounting services to the Company or its affiliates in the last two years.

The professional backgrounds of the Board includes industry, management and accounting. The members of our 28th Board of Directors who excel in leadership, operational decision-making, business management and crisis management include directors Jean Liu, David Lo, Kirk Hwang, and Chun-Chieh Huang, as well as accountant Chin-San Wang. Our independent directors include Hsi Peng Lu, Yie-Yun Chang, Jin-li Hu are all university professors; and Di-Shi Huang has expertise in criminal investigation.

Among the members of the Company's Board of Directors, there are two directors with employee status. There are 4 independent directors, 1 independent director has served for 6 years and the other three are all elected as independent directors from 2021. In terms of age, there are 2 directors over the age of 70, 2 directors between the ages of 60 and 70, 5 directors between the ages of 50 and 60.The Company also emphasizes gender equality in the composition of the Board of Directors. The current term of the Board of Directors includes two female members (one of whom is an independent director).

Title Chairman Director Director Director Director Independent Director Independent Director Independent Director Independent Director
Name
Jean Liu David Lo Kirk Hwang Chin-San Wang Chun-Chieh Huang Hsi Peng Lu Di-Shi Huang Yie-Yun Chang Jin-li Hu
Basic Background Information Gender F M M M M M M F M
Also serves as manager N Y Y N N N N N N
Ranges of age 50~60 50~60 >70 >70 50~60 50~60 60~70 60~70 50~60
Professional Background Industry V V V V
Business Management V V V V V V V V
Accounting V
Professional Competence Leadership V V V V V V V V V
Operational Judgments V V V V V
Business Management V V V V V V V V
Crisis Management V V V V V V V
Industry Knowledge V V V V V V V V V
International Market Insights V V V V V V
Risk Management V V V V V V V V V

4.Functional Committees

Audit Committee: Comprising 4 independent directors(Hsi Peng Lu, Di-Shi Huang, Yie-Yun Chang, Jin-li Hu, among them, Hsi Peng Lu is the convener ), our Audit Committee is responsible for monitoring whether the company’s financial statements have been properly presented, selecting and ensuring the independence of the independent auditor, whether the company’s internal controls are being effectively implemented, whether the company is complying with relevant laws and regulations, and whether the company is managing existing or potential risks.

Remuneration Committee: Comprising 4 independent directors(Hsi Peng Lu, Di-Shi Huang, Yie-Yun Chang, Jin-li Hu, among them, Hsi Peng Lu is the convener ) selected by board resolution, our Remuneration Committee is responsible for formulating and periodically reviewing the policies, systems, standards and structures relating to the performance evaluation and remuneration of directors and managers; and determining and periodically reviewing the salaries and remuneration of directors and managers.

5.Implementation of the Performance Evaluation of the Board of Directors

The Company's Board of Directors' Meeting held on November 12th, 2020 discussed and approved the amendment of some provisions of the "Board of Directors' Performance Evaluation Regulations" of the Company.

Evaluation Cycle Evaluation Period Evaluation Scope Evaluation Method Evaulation Content Evaluation Results
The performance evaluation of the Board of Directors and functional committees for the year 2021 was conducted through internal self-evaluation. January 1 to December 31, 2021 Including the performance evaluation of the Board of Directors as a whole, individual Board members, the Audit Committee and the Remuneration Committee Including internal self-evaluation by the Board of Directors, self-evaluation by Board members, internal self-evaluation by the Audit Committee and the Remuneration Committee, etc. The performance of the Company's board of directors is evaluated in the following five major areas:
1. understanding and advising on the Company's operations;
2. improving the quality of board decisions;
3. board composition and structure;
4. selection and continuing education of directors;
5. internal control.
The performance of the Company's directors is evaluated in the following six areas:
1. mastery of the Company's objectives and tasks;
2. awareness of directors' responsibilities;
3. understanding and advice on the Company's operations;
4. internal relationship management and communication;
5. expertise and continuing education of directors;
6. internal control.
The performance evaluation of the Audit Committee and Remuneration Committee includes the following five major areas:
1. understanding and advising on company operations,
2. awareness of functional committee responsibilities,
3. enhancing the quality of functional committee decisions,
4. composition and selection of functional committee members,
5. internal control.
The self-assessment questionnaires related to the performance evaluation were provided to each director, audit committee member and remuneration committee member by December 31, 2021, and collected by January 15, 2022. After compiling the evaluation results, the self-assessment results of the board of directors, board members, audit committee and remuneration committee were all "excellent".

The results of the aforementioned performance evaluation are reported to the Audit Committee, the Remuneration Committee and the Board of Directors respectively for review and improvement.

6.Corporate Governance Officer

By a resolution passed by the Board of Directors on May 14, 2019, Vincent Chan, Assistant Vice President of the Legal Department, was designated Corporate Governance Officer to safeguard shareholders’ rights and strengthen the functions of the Board of Directors. Vincent Chan has more than 3 years’ experience as a legal affairs executive in a public company. The Corporate Governance Officer is responsible for matters related to corporate governance, including: Organizing Board of Directors meetings and shareholder meetings in accordance with the law; producing minutes for Board of Directors meetings and shareholder meetings; assisting directors in taking office and continued learning; providing directors and independent directors with the information required to carry out their duties; and assisting the company in complying with laws and regulations related to board meetings and shareholder meetings.

In 2021, the Corporate Governance Officer:

(1) Convened 1 general shareholders’ meeting, and produced minutes of meeting.
(2) Convened a total of 9 Board of Directors meetings and interim Board of Directors meetings, and produced minutes of meetings.
(3) Convened a total of 6 audit committee meetings, and produced minutes of meetings.
(4) Issued letters in January and July 2020 to directors to confirm details relating to concurrent positions held, in order to ensure the integrity of such information.
(5) In compliance with letter from Taiwan Stock Exchange, periodically sent letters to directors and other internal company personnel to remind them to pay attention to matters relating to reporting equity transfers within the company.
(6) Periodically notified all company departments of the procedures and rules for reporting material information.
(7) Collaborated with the HR Department to invite external speakers to conduct training programs for directors and supervisors.
(8) Provided information relating to director training programs held by external organizations and assisted directors with application and fee payment procedures.

In fiscal year 2021, our corporate governance officers attended courses such as "Analysis of Money Laundering Cases and Predicate Crimes," "Key Issues for Audit and Countermeasures for Directors and Supervisors," "ESG, CSR, and Sustainable Governance in a Global Context," "Taipei Corporate Governance Forum," "Seminar on Insider Equity Trading," "Seminar on Prevention of Insider Trading," "Carbon Tax and Carbon Rights in the Carbon Market," and " From ESG Investment and Financing to Sustainable Corporate Transformation." A total of 24 hours of courses were attended to enhance the executives professional skills and knowledge.