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:
We currently have 9 directors, including 4 independent directors.
Ph.D., Chemistry, Northwestern University
Chairman of YFY Inc.
Master of Financial Management, S.C. Johnson College of Business, Cornell University, USA
President of YFY Inc.
Ph.D. in Chemistry and Material Sciences, University of Wisconsin-Madison
Chairman & CEO, Chung Hwa Pulp Corporation
|Background& Experience||EMBA, Accounting and Management Strategy, National Taiwan University
Independent Director, Taiwan Cement Corporation
|Background& Experience||Master of Science and Technology Management Institute, National Chengchi University
President and Partner, Huacheng Capital Co., Ltd.
|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
Chairman of the Audit Committee
Chairman of Remuneration Committee
|Background& Experience||Master of Criminal Justice Management Institute,Oklahoma City University
Deputy Director of the Ministry of Justice Investigation Bureau
|Background& Experience||LL.D in University of Munich
Vice Principal, Fu Jen Catholic University
|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
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|
||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|
|International Market Insights||V||V||V||V||V||V|
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 boad reslution, 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.
Sustainable Development Committee: Comprising 7 directors(Jean Liu- the convener, Kirk Hwang, David Lo, Hsi Peng Lu, Di-Shi Huang, Yie-Yun Chang, Jin-li Hu, among them, (, Jin-li Hu is the Chairman of Taiwan Association of Environmental and Resource Economics, whose functional competency is in environmental sustainable economics and policy.) selected by board resolution, our Sustainable Development 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. The Committee is comprised of 5 functional teams which are Environmental Sustainability Team, Responsible Supply Chain Team, Corporate Governance Team, Employee Relations Team, and Social Engagement Team. The functional teams convene work meeting every month, report each project schedules to the Board on November 9 and December 28, and may accept the recommendations as rolling adjustment.
|Evaluation Cycle||Evaluation Period||Evaluation Scope||Evaluation Method||Evaulation Contents||Evaluation Results|
|The Company completed the performance evaluation of the board and functional committees in 2022 through "Taiwan Investor Relations Institute" to be dealt with by means of external evaluation||From November 30, 2021 to October 31, 2022||The scope of the performance included the board, the Audit Committee, and Remuneration Committee||The external rating agency requires the company to provide the documents specified by it, and distributes self-assessment questionnaires related to performance evaluation to all directors to fill in and return, and assigns 3 executive members to be responsible for the evaluation after issuing a declaration of independence to conduct online interviews with the company's chairman and independent directors, corporate governance officer, and audit supervisor conducted interviews and evaluations on November 15, 2022.||
The criteria for evaluating the performance of the Company's Board of Directors shall cover the following five aspects:
1. Understanding and recommendations for the operation of the company;
2. Improvement of the quality of the Board of Directors' decision making;
3. Composition and structure of the Board of Directors;
4. Election and continuing education of the directors;
5. Internal control.
The criteria for evaluating the performance of the functional committees shall cover the following five aspects:
1. Understanding and recommendations for the operation of the company;
2. Awareness of the duties of the functional committee;
3. Improvement of the quality of the functional committee's decision making;
4. Functional committee composition and election of members;
5. Internal control.
The external evaluation agency issued an evaluation report on November 18, 2022, and compiled the evaluation conclusions and recommendations for the company as follows:
1. Sustainable Development Committee may convene meetings twice a year.
2. The Company may publish English version of Sustainability Report.
3. Make Succession Planning for Board Members and Key Management Personnel.
4. May adopt appropriate risk management policies and procedures, and the procedure has been approved by the company board of directors.
5. May adopt Intellectual Property Management Policies linking business goals.
6. The Company may examine the independence and capability of Certified Public Accountants to refer to "Audit Quality Indicators; AQI."
The aforementioned performance evaluation results were reported to the meeting of the Board of Directors convened on March 15, 2023 as reference for review and improvement.
The Board of Directors resolved in the meeting on May 14, 2019 to appoint Vincent Chan, the AVP of the Legal Department, as the Corporate Governance Officer to protect shareholder interests and strengthen the functions of the Board of Directors. Vincent Chan, the AVP of the Legal Department, has more than three years of work experience in legal affairs in public companies. The Corporate Governance Officer is responsible for related corporate governance affairs including: Handling matters relating to Board meetings and shareholders’ meetings according to law; Producing minutes of Board meetings and shareholders’ meetings; Assisting in work and continuing education of directors; Furnishing information required for business execution by directors and independent directors; and Assisting the Company in complying with laws and regulations governing such meetings.
The implementation of corporate governance affairs in 2022 is as follows:
1. Convened one annual general meeting of shareholders and produced meeting minutes of the shareholders' meeting.
2. Convened 6 meetings and special meetings of the Board of Directors in 2022 and produced meeting minutes of the Board meetings.
3. Convened 5 meetings of the Audit Committee in 2022 and produced meeting minutes of the Audit Committee meetings.
4. Issued letters to the directors of YFY in January and July 2022 to verify the information on their concurrent positions to ensure the integrity of information on the directors' positions concurrently held at the Company or other companies.
5. Responded to letters from Taiwan Stock Exchange and issued notices to directors and other insiders of YFY to remind them of matters to be reported when they transfer shares of insiders.
6. Regularly provided information on material information reporting procedures and regulations to all departments of YFY.
7. Cooperated with the Human Resources Department in inviting external lecturers for the continuing education for directors and supervisors of YFY and subsidiaries.
8. Provided YFY's Directors with information on continuing education courses for Directors and supervisors organized by external training institutions and assisted Directors in registration and payment procedures.
The Corporate Governance Officer participated in a total of 18 hours of courses in 2022, and continued to study to strengthen his professional skills.