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 Hui-Jean Liu
Background& Experience Ph.D. in Chemistry, University of Northwestern
Chairman of Yuen Foong Yu Inc.
Notes  
Title Director
Name Willie Tsai
Background& Experience University of Iowa, M.A. Finance
President of Yuen Foong Yu 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.

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 Hui-Jean Liu, Willie Tsai, 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.

Our Board includes 1 inside director who is also employee of the company. 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.

Title Chairman Director Director Director Director Independent Director Independent Director Independent Director Independent Director
Name
Hui-Jean Liu Willie Tsai 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 N 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, 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 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.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 2020, the Corporate Governance Officer:

1.Convened 1 general shareholders’ meeting, and produced minutes of meeting.

2.Convened a total of 8 Board of Directors meetings and interim Board of Directors meetings, and produced minutes of meetings.

3.Convened a total of 9 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 2020, our Corporate Governance Officer participated in a total of 15 hours of educational courses to continue strengthening functions of the role. These courses included: “The Operational Practice of Corporate Governance Officers”, “Director and Supervisor Conference on Corporate Governance and Corporate Integrity”, “Insider Trading Prevention Conference”, “Industry Impacts of the 5G Era”, and “Digital Supply Chain Management Under the Trend of Corporate Transformation”.