Board of Directors
The board of directors of our company is comprised of nine directors with extensive management, professional competence, or academic experience, among which two are independent directors. The term of office for the directors is three years with the incumbent eligible for re-election. Elections for directors and supervisors must be held in accordance with Article 13 of the Articles of Association under the candidate nomination system.
The term of office for the current board of directors lasts from June 24, 2019 to June 23, 2022; for further information, please refer to the chart provided below.
|Job title||Name||Education & working experience|
|Chairman||Donald Hsiao||Bachelor degree, Department of Chemistry National Tsing Hua University|
MBA, Columbia Business School in New York City
General Manager of Tex Year Fine Chemical Co., Ltd.
General Manager of Tex Year (Hong Kong) Ltd.
Chairman of TEX YEAR MINIMA TECHNOLOGY EUROPE Sp. z o.o.
|Director||J.T. Hsiao||Bachelor of Dept. of Commerce, National Taiwan University|
Chairman of Tex Year Industries Inc.
|Director||Li Hung Huang||Master of Dept. of Forestry and Resource Conservation , National Taiwan University|
Chairman of Wood Glue Industrial Co.,Ltd.
|Director||Chih Hung Lai|| |
General Manager of VIC HUNG Petroleum Chemical Co., Ltd.
Chairman of Dehong Industries Co., Ltd.
President:Peter Sterling Melendy
|MBA from Amos Tuck School of Finance|
Adhesive Technologies, Inc. President
|Director||Cheng Jen Chen||International Executive Master of Business Administration(IEMBA) , National University of Kaohsiung|
General Manager of Taicera Enterprise Company
|Director||Ming Chun Tsai||National Taipei Institute of Technology|
Chairman of Dah Cherng Stationery Co., Ltd.
Director of Texmen Enterprises Corp.
|Independent director||Chung Ping Wang||Doctor, Dept. of Accounting, Jinan University, Guangzhou|
Supervisor of Addcn Technology Co., Ltd
Supervisor of Saint-Fun International Co.,Ltd
|Independent director||Tsai Wei Tseng||Visiting Researcher and Visiting Scholar, University of Texas at Austin, U.S. |
Master of Dept. of Chemistry, Tsing Hua University
Bachelor of Dept. of Chemistry, Tamkang University
General Manager of JPT Corporation
|Independent director||Wen Pin Weng||Doctor, Dept. of Materials Science and Engineering, National Taiwan University|
Associate Professor of Dept. of Semiconductor Engineering, Lunghwa University of Science and Technology
|Independent director||Shu Chuan Lin||Master of Dept. of Institute of Technology Law, National Chiao Tung University|
Senior Partner, Dentons Taiwan Law Firm
Article 20 of Chapter 3 of the company's "Code of Corporate Governance" has expressly provided for diversity among board members.
- Chapter 3Strengthen the Functions of the Board of Directors
- Article 20The board of directors of the company shall guide the company's strategy, supervise management, and be responsible for the company and its shareholders. For various operations and arrangements under the corporate governance system, the board of directors shall exercise his/her rights in accordance with the existing laws & regulations, the articles of association, and the resolutions generated from the shareholder's meeting.
The structure of the board of directors of the company shall be comprised of more than 5 suitable board members in accordance with the company's business development scale, major shareholder conditions, and practical operational requirements.
The composition of the board of directors shall be diversified and it is not advisable to have more than one-third of the board of directors holding double duties as a company manager and as a board member. In addition, diversified guidelines shall be developed in accordance with business operations, type of operations, and developmental needs, which shall include but not limited to the two major standards provided below:
- I. Basic Conditions & Values : gender, age, nationality, and culture.
- II. Expertise and Skills : professional backgrounds (e.g. law, accounting, industry, financing, marketing, or technology), professional skills, and industry experiences.
- I. Business Operation Judgment
II. Accounting and Financial Analysis
III. Business Management
IV. Crisis Management
V. Industry Knowledge
VI. Global Market Perspective
For diversified policies, please refer to the table provided below.
|Li Hung Huang||Male|
|Chih Hung Lai||Male|
President:Peter Sterling Melendy
|Cheng Jen Chen||Male|
|Ming Chun Tsai||Male|
|Chung Ping Wang||Male|
|Tsai Wei Tseng||Male|
|Wen Pin Weng||Male|
|Shu Chuan Lin||Female|
The term of office of the current Board of Directors is from June 27, 2022 to June 26, 2025. It has held four meetings so far. The attendance status is as follows:
|Title||Name||2022/6/27||2022/8/11||2022/11/9||2022/12/9||Actual Attendance Rate(%)|
|Director||Li Hung Huang||100%|
|Director||Chih Hung Lai||100%|
President:Peter Sterling Melendy
|Director||Cheng Jen Chen||100%|
|Director||Ming Chun Tsai||(Entrusted)||75%|
|Independent director||Chung Ping Wang||100%|
|Independent director||Tsai Wei Tseng||100%|
|Independent director||Wen Pin Weng||100%|
|Independent director||Shu Chuan Lin||100%|
Important resolutions from the Board of Directors
|2022/12/09||1. Amendments to the "Internal Control System".|
2. Report on the Operation plan of 2023.
3. Discussion on the 3rd Compensation Committee resolution of 2022.
4. Amendments to some provisions of the "Procedures for Handling Material Inside Information ".
|2022/11/12||1. Recognition of the Audit Plan for 2023.|
2. Report on the company's financial statements for Q3 of 2022.
3. Recognition of the Certified Public Accountants Independence.
4. Discussion of the amount of endorsement and guarantee provided to related party.
5. Discussion on the change percentage of employee compensation and directors in 2023.
6. To set recordation base date for the conversion of the 3rd domestic unsecured convertible bonds into common stock.
7. Proposal for the new revision of the Company's " Risk management Practice Policy ".
8. Amendments on the "Regulations Governing Procedure for Board of Directors Meetings ".
|2022/08/11||1. Report on the company's financial statements for Q2 of 2022.|
2. Discussion of the amount of endorsement and guarantee provided to related party.
3. Discussion of the amount of endorsement and guarantee provided to subsidiaries.
4. Proposal for the new revision of the Company's "Organization Regulations of the Audit Committee".
|2022/06/27||1. Admission to chairman election.|
2. The acknowledgment for the appointment of the member for the Functional Committee.
|2022/05/13||1. To set recordation base date for the conversion of the 2rd domestic convertible bonds & the 3rd domestic unsecured convertible bonds into common stock.|
2. Renewal and additional of credit line.
3. Discussion of the amount of endorsement and guarantee providing to son companies.
4. Removal of prohibition of Unfair Competitive Acts for the new directors.
5. Removal of prohibition of Unfair Competitive Acts for the current director .
6. Removal of prohibition of Unfair Competitive Acts for directors .
7. Amendments on the " Sustainable Development Committee Charter "
8. Amendments on the " Corporate Governance Practice Principles"
9. Amendments on the " Procedures for Internal Information"
10. Amendments on the " Whistleblowing Procedure "
11. Amendments on the " Adopt Standard Operating Procedures for Handling Requests Made by Directors"
|2022/03/29||1. Report on the statement of internal control system of 2021.|
2. Discussion on the 1st Compensation Committee resolution of 2022.
3. Discussion on the financial statements of 2021.
4. Discussion on employee compensation and directors in of 2021.
5. Discussion on profit/dividend distribution of 2021.
6. Fully re-election of directions and supervisors upon the end of term.
7. Release prohibition on directors and corporate directors from participation in competitive business.
8. Amendments on the " Articles of Association ".
9. Amendments on the " The rules of procedure for shareholders' meetings ".
10. Rename and Amendments on the " Rules for Election of Directors and Supervisors ".
11. Amendments on the " Procedures for Acquisition or Disposal of Assets ".
12. Amendments on the " Procedures for Lending Funds to Other Parties ".
13. Amendments on the " Rules for Endorsement & Guarantee ".
14. Amendments on the " Policies and Procedures for Financial Derivatives Transactions ".
15. Amendments on the " The rules of procedure for the board meeting "
16. Rename and Amendments on the " Code of Ethics for Directors, Supervisors and Managers ".
17. Amendments on the " Procedures and Instructions of Ethical Corporate Management ".
18. Discussion on the calling of the shareholders’ meeting of 2022.
19. Discussion of the amount of endorsement and guarantee providing to subsidiary companies.
20. Discussion on the lending of capital for Tex Year Subsidiary.
21. Renewal and additional of credit line.
22. Discussion for removal on the restrictions for the Business Strife Limitation Clause of Labor Contract.
23. To set recordation base date for the conversion of the 3rd domestic unsecured convertible bonds into common stock.
24. Discussion on Cooperation with Minima.
|2021/12/13||1. Report on the Operation plan of 2022.|
|2021/11/12|| 1. The approval of 2rd proposed resolution made by the salary committee in 2021.|
2. To set recordation base date for the conversion of the 3rd domestic unsecured convertible bonds into common stock.
3. Recognition of the Audit Plan for 2022.
4. Recognition of the Certified Public Accountants Independence.
5. Discussion on the change percentage of employee compensation and directors in 2021 and 2022.
6. Discussion of the amount of endorsement and guarantee providing to subsidiary companies.
|2021/08/11|| 1. Discussion on the date to assign 2020 he Ex-rights date of stock dividends.|
2. To set the third recordation base date of 2019 for unsecured converting domestic guaranteed convertible bonds into
3. Renewal and additional of credit line.
4. Discussion of the amount of endorsement and guarantee providing to subsidiary companies.