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The board has reached a decision of comprising 7 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:
Currently there are 7 directors, including 3 independent directors.
| Title | Chairperson |
|---|---|
| Name | Huey-Ching Yeh |
| Background & Experience |
Master of of Economics, National Chengchi University
Chief Secretary of Ministry of Economic Affairs Director-General, Bureau of Energy, Ministry of Economic Affairs Chairman of Ensilence Co.,LTD |
| Notes | Chairman of the Sustainable Development Committee |
| Title | Director |
|---|---|
| Name | David Lo |
| Background & Experience |
Master of Business Administration, S.C. Johnson College of Business, Cornell University, USA
President of YFY Inc. |
| Notes | Sustainable Development Committee |
| 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 | 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 |
Chairman of the Audit Committee
Chairman of Remuneration Committee Sustainable Development 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 Sustainable Development 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 Sustainable Development Committee |
Our board diversity policy
3.1On 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.
3.2 The Board Members' Diversity Management Goals| The Board Members' Diversity Management Goals | The Achievement of 2024 / Measures Implemented When Goals Are Not Met |
| (1) Directors concurrently serving as company officers not exceed one-third of the total number of the board members | Achieved, currently only 1 manager serve as director. |
| (2) Inclusion of directors of either gender reaching one-third of the seats. |
Not Achieved, currently the board has 1 female director.
Considering the current company development, it is planned to evaluate a candidate list three years later based on company needs, business considerations, risk management, and balanced professional backgrounds, aiming to meet gender diversity management objectives. |
| (3) The professional backgrounds of the board members should encompass business management, financial accounting, legal, and risk management. | (3) The professional backgrounds of the board members should encompass business management, financial accounting, legal, and risk management. Achieved, currently among the board members' backgrounds: 7 in risk management, 6 in business management, 2 in legal, and 1 in finance & accounting. |
The professional background of the directors includes industry, management, and accounting. The members of the 29th Board of Directors who excel in leadership, operational decision-making, business management, and crisis management including directors Huey-Ching Yeh, David Lo, and Chun-Chieh Huang, as well as CPA Chin-San Wang. Independent directors include Jin-Li Hu and Yie-Yun Chang, both are university professors; and Di-Shi Huang has expertise in criminal investigation.
Among the members of the Company's Board of Directors, there are one director with employee status. There are 3 independent directors, and they have served for 3 years. In terms of age, there are 1 director over the age of 70, 4 directors between the age of 60 and 70, 2 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 one female independent director.
| Title | Chairman | Director | Director | Director | Independent Director | Independent Director | Independent Director | |
| Name | Huey-Ching Yeh | David Lo | Chin-San Wang | Chun-Chieh Huang | Jin-li Hu | Di-Shi Huang | Yie-Yun Chang | |
| Basic Background Information | Gender | M | M | M | M | M | M | F |
| Also serves as manager | N | Y | N | N | N | N | N | |
| Ranges of age | 60~70 | 50~60 | >70 | 60~70 | 50~60 | 60~70 | 60~70 | |
| Professional Background | Industry | V | V | V | ||||
| Business Management | V | V | V | V | V | V | ||
| Accounting | V | |||||||
| Professional Competence | The expertise and relevance of the board members to the company's business. | The professional competence of board members. | ||||||
| Leadership | The current board members recruited are all outstanding professional managers and scholars in their respective fields, possessing excellent leadership in internal communication and problem-solving skill for the company. | V | V | V | V | V | V | V |
| Operational Judgments | YFY's various assets are utilized to generate revenue and profit for the company. | V | V | V | V | |||
| Business Management | Board members review the plan, organization, and control of existing resources of YFY according to their decision-making authority, enabling the management team to achieve profit goals | V | V | V | V | V | V | |
| Crisis Management |
In the event of a crisis, providing experiences from various perspectives of industry, government, and academia:
1.How to identify the causes and prevent further damage; 2.How to control risks. |
V | V | V | V | V | ||
| International Market Insights | YFY Inc. is an investment company, with board members whose experiences span across various industries including Bureau of Energy of Economic Affairs, and electrical engineering, banking, venture capital, and more, showcasing rich diversity in business expertise. Among the independent directors, Jin-Li Hu has conducted profound research on how international geopolitical developments influence the economy. | V | V | V | V | |||
| Industry Knowledge | The board members' educational and professional backgrounds encompass the technical aspects of the company and its subsidiaries, as well as industries related to upstream and downstream suppliers/customers, banking, accounting and law. This diverse array of expertise provides multi-faceted industry knowledge and risk management perspectives, contributing to the operational management and analytical decision-making of the company. | V | V | V | V | V | V | V |
| Risk Management | V | V | V | V | V | V | V | |
Audit Committee: Comprising 3 independent directors(Jin-Li Hu, Di-Shi Huang, Yie-Yun Chang , among them, Jin-Li Hu 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 ( Jin-Li Hu, Di-Shi Huang, Yie-Yun Chang , among them, Jin-Li Hu is the convener) members selected comply with 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.
Sustainable Development Committee: Comprising by 5 directors according to board resolution (Huey-Ching Yeh - the convener , who is the former Director General of the Energy Bureau at the Ministry of Economic Affairs, possesses extensive management experiences in sustainable development, energy, and economic development. David Lo, Jin-Li Hu, Di-Shi Huang, Yie-Yun Chang (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). 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 7 functional teams which are Environmental Sustainability Team, Responsible Supply Chain Team, Corporate Governance Team, Employee Relations Team, Social Engagement Team, Information Security Team, and Risk Management Team. The functional teams convene work meeting every month, report the progress for each project to the Board on November 9 and December 28 2022, as well as on August 9 and December 22 2023, and willing to accept recommendations as rolling progress. The Committee reported to the Board on the company's progress in sustainable development on May 13, 2024.
| 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 2021 through internal self-evaluation | From January 1,2021 to December 31, 2021 | The scope of the performance evaluation included the board, individual directors, the Audit Committee, and Remuneration Committee | The performance evaluation methods include self-evaluation of the Board of Directors, self-evaluation of the directors, and self-evaluation of the Audit Committee and Remuneration Committee |
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 Company's directors shall cover the following six aspects: 1. Familiarity with the goals and missions of the Company. 2. Awareness of the duties of a director. 3. Understanding and recommendations for the operation of the company. 4. Management of internal relationship and communication. 5. The director's professionalism and continuing education. 6. Internal control. The criteria for evaluating the performance of the Company's Audit Committee and Remuneration Committee 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 meeting organization of the Board of Directors delivered the self-evaluation questionnaire for the performance evaluation to each Director and member of the Audit Committee and Remuneration Committee before December 31, 2021 and recovered the questionnaires before January 15, 2022. According to the evaluation results, the results of the self-evaluation of the board, board members, Audit Committee, and Remuneration Committee were "excellent." The company submitted the performance evaluation results to the board of directors on March 15, 2022. |
| 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. The "Taiwan Investor Relations Institute" is a non-profit association representing professional Investor Relations (IR) managers of all listed and OTC companies in Taiwan. The association has appointed Mr. Guo Zong Lin, Chairman (Masters in Accounting from Soochow University), Mr. Jian Shi xiong as a director, and Ms. Zheng Hui Yi as a lawyer to serve as members of the evaluation committee. They have all declared their commitment to maintaining impartiality, objectivity, and independence in assessing the performance of the board of directors of YFY, including its functional committees. | 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. 4. Members and Key Management Personnel. 5. May adopt appropriate risk management policies and procedures, and the procedure has been approved by the company board of directors. 6. May adopt Intellectual Property Management Policies linking business goals. 7. The Company may examine the independence and capability of Certified Public Accountants to refer to “Audit Quality Indicators; AQI.” YFY submitted the evaluation results from external assessment agencies to the board of directors on March 15, 2023. |
| The Company completed the performance evaluation of the board and functional committees in 2023 through Internal self-evaluation | From November 1,2022 to October 31, 2023 | The scope of the performance evaluation included the board, individual directors, the Audit Committee, Remuneration Committee and Sustainable Development Committee | The performance evaluation methods include self-evaluation of the Board of Directors, self-evaluation of the directors, and self-evaluation of the Audit Committee, Remuneration Committee and Sustainable Development Committee |
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 Company's directors shall cover the following six aspects: 1. Familiarity with the goals and missions of the Company. 2. Awareness of the duties of a director. 3. Understanding and recommendations for the operation of the company. 4. Management of internal relationship and communication. 5. The director's professionalism and continuing education. 6. Internal control. The criteria for evaluating the performance of the Company's Audit Committee and Remuneration Committee 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 meeting organization of the Board of Directors delivered the self-evaluation questionnaire for the performance evaluation to each Director and member of the Audit Committee, Remuneration Committee and Sustainable Development Committee before November 31, 2023 and recovered the questionnaires before December 31, 2023. According to the evaluation results, the results of the self-evaluation of the board, board members, Audit Committee, Remuneration Committee and Sustainable Development Committee were "excellent". In 2023, all six of the 2022 external Evaluation Results have been improved completed.
YFY reported the performance evaluation results to the board of directors on March 14, 2024. |
The aforementioned performance evaluation results were reported to the meeting of the Board of Directors convened in every March meeting as reference for review and improvement.
The Board of Directors resolved in the meeting on May 14, 2019 to appoint Vincent Chan, 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, 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 2023 is as follows:
1. Convened one annual general meeting of shareholders and produced meeting minutes of the shareholders' meeting.
2. Convened 4 meetings and special meetings of the Board of Directors in 2023 and produced meeting minutes of all the Board meetings.
3. Convened 4 meetings of the Audit Committee in 2023 and produced meeting minutes of all the Audit Committee meetings.
4. Issued letters to the directors of YFY in January and July 2023 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 2023, and continued to strengthen his professional skills.
The company's board of directors is elected by shareholders during the shareholders' meeting. In line with the Corporate Governance 3.0 Sustainable Development Roadmap, which aims to strengthen the independence of directors in listed companies, we advocate for independent directors to serve no more than three consecutive terms. This policy ensures generational turnover in director and independent director selections.
To maintain continuity and stability, the board member turnover rate should not be excessively high during each election. This approach facilitates the transfer of management and governance experience from the outgoing board to the incoming one. Our company provides regular training programs for directors and key management, enhancing their professional expertise across a wide array of topics essential to corporate governance. These topics include finance, business strategy, legal compliance, accounting principles, ESG standards, and internal control systems. We ensure that every director, including those serving in dual roles, receives information relevant to their responsibilities. With a minimum of six hours of training annually per individual, our commitment guarantees that our board members and key management uphold exemplary corporate governance practices.
Furthermore, we invest in nurturing potential successors within our organization. We also actively seek accomplished individuals with diverse backgrounds in business, legal, finance, accounting, or corporate affairs to serve as directors or independent directors. This is part of our strategic succession plan for the future.