Board of Directors and Committee

Directors' background

Position

Name

Date elected/

appointed

Main career (academic) achievements

Chairman

Chun Yu Works & Co., Ltd.

2021.07.28

Department of Commerce, National Tainan Commercial Vocational Senior High School

Vice Chairman of Chun Yu Works & Co., Ltd.

Representative:

Chen, Chi Tai

Vice Chairman

Chun Yu Works & Co., Ltd.

2021.07.28

Department of Law, National Chung Hsing University

Chairman of Gloria Material Technology Corp.

Representative:

Wang, Jiong-Fen

Directors

Chun Yu Works & Co., Ltd.

2021.07.28

Ship Making, National Taiwan University Doctoral Degree

Chairman of Chun Yu Works & Co., Ltd.

Representative:

Lin, Huei-Jeng

Directors

Chun Yu Works & Co., Ltd.

2021.07.28

Department of Business Administration,

Feng Chia University

Director of Chun Yu Works & Co., Ltd.

Representative:

Li, Shih-Ho

2021.07.28

Directors

SPOT Inc.

2021.07.28

Ph.D. in Mechanical Engineering, University of Texas at Austin

Chairman of Racing Point Industry CO., LTD.

Representative:  

Sun, Ming-Shen

Directors

Lee, Chung-Hsien

2021.07.28

University of Illinois, USA

Chicago Campus

Master of Industrial Engineering

Chairman of Hoghy-Healthkare Co., Ltd.

Independent director

Tan, Shing-Chao

2021.07.28

MS in Accounting and MS in Information Science, Central Michigan University, USA

Masters Degree

Independent Director of Ta Liang Technology Co., Ltd.

Independent director

Lin, Chao-Sung

2021.07.28

Ph.D., Department of Materials Science and Engineering, Northwestern University, USA

Doctoral Degree

Department of Materials Science and Engineering, National Taiwan University

Independent director

Wang,Ya-Hung

2021.07.28

Finance from Xiamen University

Doctoral Degree

Manager/Acting Spokesperson of Taiwan Land Development

Corporation



Diversity and independence of the board of directors

   (1) Diversity of the board of directors:

  Based on the diversification policy and strengthening corporate governance, the company promotes the development of the composition and structure of the board of directors. To measure professional background, integrity or relevant professional qualifications, etc., after the resolution of the board of directors is passed, it will be sent to the shareholders' meeting for election. The composition of the board of directors shall not exceed one-third of the number of directors, except that directors who also serve as managers of the company shall formulate appropriate diversification policies according to their own operation, operation type and development needs, including but not limited to the following:    

(a)    Basic conditions and values: gender, age, nationality and culture.

(b)   Professional knowledge and skills: operational judgment, accounting and financial analysis, business management, crisis handling, industry knowledge, international market outlook, leadership and decision-making.


The current board of directors of the company consists of nine directors. Please refer to the following table for the industry experience and professional competence of board members:


Director's name/

Diversity Core Item

Name

Gender

Age Distribution

Term of Independent Director

(Under 3 years)

Operation and Management

Leadership Decision

Industry Knowledge

Financial Accounting

Information Technology

Law

41-50

51-60

61-70

above 71

Chairman

Chen, Chi-Tai

Male

V

V

V

V

V

Vice Chairman

Wang, Jiong-Fen

Male

V

V

V

V

V

Directors

Lin, Huei-Jeng

Male

V

V

V

V

Directors

Li, Shih-Ho

Male

V

V

V

V

Directors

Sun, Ming-Shen

Male

V

V

V

V

Directors

Lee, Chung-Hsien

Male

V

V

V

V

Independent director

Tan, Shing-Chao

Male

V

V

V

V

V

V

V

Independent director

Lin, Chao-Sung

Male

V

V

V

V

V

Independent director

Wang,Ya-Hung

Female

V

V

V

V

V

V



(2) Independence of the board of directors:

  The electron procedures for all the independent directors are open and just, complying with the provisions of the “Articles of Incorporation,” “Procedures for Election of Directors,” the “Corporate Governance Best Practice Principles,” the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies,” and “Article 14-2 of the Securities and Exchange Act.” For the current composition of the board of directors, there are 3 independent directors (33%) and 6 non-independent directors (67%); no more than two directors are related as spouses or within within the second degree of kinship, nor any circumstance set forth in Paragraph 3 and 4 of Article 26-3 of the Securities and Exchange Act. The board of directors’ duties, as the first priority, is to supervise the Company’s legal compliance, transparent finance, real-time disclosure of material information, and the objective and independent judgment to the Company’s finance and business; therefore, during the election, the regulatory requirements are met.


The Board of Directors Performance Evaluation

The Company has implemented the Board of Directors Performance Evaluation Policy. Performance of the board, individual directors, and functional committees is evaluated on a yearly basis according to the procedures and indicators outlined in the policy. The evaluation outcome is reported to the board of directors and used as a reference for compensation, nomination, and renewal of individual directors.


Communication between independent directors and internal/external auditors

1. Communication between independent directors and the chief internal auditor:

      The Company's chief internal auditor is called into Audit Committee and board of directors meetings to report on the recent execution of audit tasks on a yearly basis. The internal audit unit not only produces audit reports and follow-up reports to independent directors but may also engage independent directors in direct communication through means such as e-mail, telephone, and face-to-face discussion.

2. Communication between independent directors and external auditors:

The Company's financial statement auditors participate in Audit Committee and board of directors meetings to discuss matters relating to financial reports on a semi-annual basis. Financial statement auditors may also engage the Audit Committee or individual independent directors in separate discussions as needed based on professional judgment.


2021 Major resolutions of board meeting

Date of meetin

Major resolutions

2021.01.26

1.      Proposal to distribute 2020 year-end bonus.

2.      2020 year-end bonus for directors and managers of the Company.

3.      2021 budget of the Company.

4.      Partial amendments to "Internal Control System - Sales and Collection Cycle."

5.      Partial amendments to "Inventory Devaluation and Obsolescence Loss Evaluation Policy."

2021.03.09

1.      Allocation 2020 employee and director remuneration.

2.      Presentation of 2020 financial reports approved by the Chairman, President, head of accounting, and the 2020 business report.

3.      Proposal of the Company’s 2020 earnings appropriation.

4.      Issuance of the Company's 2020 "Declaration of Internal Control System" based on internal self-inspection and internal audit.

5.      Evaluation of CPA’s independence and suitability

6.      Review of 2020 CPA professional service fees.

7.      Proposal for total re-election of directors during the 2021 annual general meeting.

8.      Details concerning acceptance of shareholders' motion proposals and nominations.

9.      Eligibility review on independent director candidates nominated by the Company.

10.  Removal of restrictions on competing business involvement for new directors.

11.  Proposal to organize issue of shares for an initial public offering on TWSE (TPEX), and have all existing shareholders abstain from subscribing.

12.  Partial amendments to "Shareholder Meeting Conference Rules."

13.  Partial amendments to "Board of Directors Meeting Policy."

14.  Partial amendments to the “Evaluation Procedures for the Board of Directors Performance.”

15.  Partial amendments to the "Remuneration Committee Charter."

16.  Partial amendments to the “Rules Governing the Scope of Powers of Independent Directors”

17.  Details of 2021 annual general meeting, including date and agenda.

18.  Annual renewal of banking credit facilities for Chun Zu Machinery.

2021.05.11

Approval of 2021 first quarter consolidated financial statements by Chairman, President, and head of accounting

2021.07.06

The Company‘s proposed postponed date and place of the 2021 ordinary general shareholders’ meeting.

2021.07.28

1.      Election of Chairman.

2.      Election of Vice Chairman.

2021.08.10

1.      Approval of 2021 second quarter consolidated financial statements by Chairman, President, and head of accounting

2.      Amendment to the provisions of "Internal Control System - Information System Processing Cycle" and "Internal Control System - Financing Cycle".

3.      Reappointment of the Chairman, directors, and supervisors for the Company’s re-investment - Shanghai Chun Zu.

4.      Appointment of Remuneration Committee members.

5.      Signed a contract on industry-academia cooperation and academic feedback mechanism with National Taiwan University.

2021.09.07

1.      "Effectiveness Assessment of Internal Control System" and "Declaration of Internal Control System" from July 1, 2020 to June 30, 2021.

2.      Allocation of 2020 directors’ remuneration.

3.      Allocation of 2020 employees’ remuneration for managers.

4.      Issuance of the Company's simplified financial forecast from the third quarter of 2021 to the fourth quarter of 2021.

5.      Formulation of the "Improvement Plan for the Operation Process of the Company's Own Preparation of Financial Reports".

6.      The Company's "Corporate Governance Self-assessment Report".

7.      The Company entrusts the lead underwriter to handle the over allotment case during the underwriting period.

2021.09.27

Issuance of the Company's simplified financial forecast from the third quarter of 2021 to the fourth quarter of 2021.

2021.11.08

1.      Approval of 2021 third quarter consolidated financial statements by Chairman, President, and head of accounting

2.      The Company’s 2022 audit plan.

3.      Amendment to some articles of "Internal Control System - Other Operations", "Internal Control System - Production Cycle" and "Internal Control System - Research and Development Cycle".

4.      Issuance of the Company's simplified financial forecast from the fourth quarter of 2021 to the first quarter of 2022.



2022 Major resolutions of board meeting

2022.01.18

1.      Proposal to distribute 2021 year-end bonus.

2.      2021 year-end bonus for directors and managers of the Company.

3.      2022 budget of the Company.

4.      Amendment to part of the articles of the “Corporate Governance Code of Conduct”.

5.      Amendment to the name and part of the articles of the “Corporate Social Responsibility Best Practice Principles”.

2022.03.08

1.      Allocation 2021 employees’ and directors’ remuneration.

2.      Change of the company's chief financial officer, accounting officer and acting spokesman.

3.      Proposed salary adjustment for managers (including Treasurer) or above of the Company.

4.      Presentation of 2021 financial reports approved by the Chairman, President, head of accounting, and the 2021 business report.

5.      Proposal of the Company’s 2021 earnings appropriation.

6.      Issuance of the Company's 2021 "Declaration of Internal Control System" based on internal self-inspection and internal audit.

7.      Amendment to part of the articles of "Internal Control System - Sales and Collection Cycle" and "Internal Control System - Salary Cycle".

8.      Partial amendments to "Articles of Incorporation."

9.      Amendment to part of the articles of “Procedures of Acquisition or Disposal of Assets”.

10.  Amendment to some articles of the "Directors’ Election Measures".

11.  Evaluation of CPA’s independence and suitability

12.  Review of 2022 CPA professional service fees.

13.  Annual renewal and new contracts of banking credit facilities for Chun Zu Machinery.

14.  Matters concerning acceptance of shareholders' proposals.

15.  Matters of 2022 general shareholders’ meeting, including the date and agenda.


Introduction to the composition and operation of the functional committee

  (a)Audit Committee

Position

Name

Term

Independent director

Tan, Shing-Chao

2021.07.28~2024.07.27

(Held Quarterly)

Independent director

Lin, Chao-Sung

Independent director

Wang,Ya-Hung

  Major resolutions of Audit Committee

Audit Committee

date/session

Motion details and subsequent actions taken

2021.01.26

2021 1st Audit Committee

Partial amendment to "Internal Control System - Sales and Collection Cycle."

Audit Committee's resolution: Supported and passed by all committee members.

Company's response to Audit Committees' opinions: Passed by all attending directors.

2021.03.09

2021 2nd Audit Committee

1. Presentation of 2020 financial reports approved by the Chairman, President, and head of accounting, the 2020 business report and the 2020 earnings appropriation proposal.

2. Issuance of the Company's 2020 "Declaration of Internal Control System" based on internal self-inspection and internal audit.

3. Evaluation of CPA’s independence and suitability

4. Review of 2021 CPA professional service fees.

5. Partial amendment to "Board of Directors Meeting Policy."

Audit Committee's resolution: Supported and passed by all committee members.

Company's response to Audit Committees' opinions: Passed by all attending directors.

2021.05.11

2021 3rd Audit Committee

1. Approval of 2021 first quarter consolidated financial statements by Chairman, President, and head of accounting

Audit Committee's resolution: Supported and passed by all committee members.

Company's response to Audit Committees' opinions: Passed by all attending directors.

2021.08.10

2021 4th Audit Committee

1. Approval of 2021 second-quarter consolidated financial statements by Chairman, President, and head of accounting

2. Amendment to the provisions of "Internal Control System - Information System Processing Cycle" and "Internal Control System - Financing Cycle".

Audit Committee's resolution: Supported and passed by all committee members.

Company's response to Audit Committees' opinions: Passed by all attending directors.

2021.09.07

2021 5th Audit Committee

1. "Effectiveness Assessment of Internal Control System" and "Statement of Internal Control System" from July 1, 2020 to June 30, 2021.

2. Issuance of the Company's simplified financial forecast from the third quarter of 2021 to the fourth quarter of 2021.

3. Formulation of the "Improvement Plan for the Operation Process of the Company's Own Preparation of Financial Reports".

4. The Company's "Corporate Governance Self-assessment Report".

Audit Committee's resolution: Supported and passed by all committee members.

Company's response to Audit Committees' opinions: Passed by all attending directors.

2021.09.27

2021 6th Audit Committee

Issuance of the Company's simplified financial forecast from the third quarter of 2021 to the fourth quarter of 2021.

Audit Committee's resolution: Supported and passed by all committee members.

Company's response to Audit Committees' opinions: Passed by all attending directors.

2021.11.08

2021 7th Audit Committee

1. Approval of 2021 third-quarter consolidated financial statements by Chairman, President, and head of accounting

2. The Company’s 2022 audit plan.

3. Amendment to some articles of "Internal Control System - Other Operations", "Internal Control System - Research and Development Cycle" and "Internal Control System - Production Cycle".

4. Issuance of the Company's simplified financial forecast from the fourth quarter of 2021 to the first quarter of 2022.

Audit Committee's resolution: Supported and passed by all committee members.

Company's response to Audit Committees' opinions: Passed by all attending directors.



  (b)Remuneration Committee

Position

Name

Term

Independent director

Tan, Shing-Chao

2021.08.10~2024.07.27

Independent director

Lin, Chao-Sung

Independent director

Wang,Ya-Hung