德淵企業

Tex Year Products

GOVERNANCE

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 titleNameEducation & working experience
ChairmanDonald HsiaoBachelor 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.
DirectorJ.T.Hsiao台灣大學商學系學士
Chairman of Tex Year Industries Inc.
DirectorLi Hung Huang台灣大學森林研究所碩士
Chairman of Wood Glue Industrial Co.,Ltd.
DirectorChih Hung Lai
國際商業研究所碩士
匯弘石油化學股份有限公司總經理
得弘企業股份有限公司董事長
DirectorCheng Jen Chen高雄大學碩士
越南大同奈陶瓷工業(股)總經理
DirectorAdhesive Technologies,Inc.
President:Peter Sterling Melendy
MBA from Amos Tuck School of Finance
Adhesive Technologies, Inc. President
Independent directorWen Pin Weng國立台灣大學材料科學與工程學研究所博士
龍華科技大學化工與材料工程系主任
Independent directorChung Ping Wang廣州暨南大學會計系博士
Supervisor Of Addcn Technology Co., Ltd
Supervisor Of  Saint-Fun International Co.,Ltd

Diversified Policies

Article 20 of Chapter 3 of the company's "Code of Corporate Governance" has expressly provided for     diversity among board members.

  • Chapter 3
    Strengthen the Functions of the Board of Directors 
  • Article 20
    The 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.
    Board members shall generally have the knowledge, skills, and aptitudes for performing their duties. In order to achieve the ideal objectives of corporate governance, the entire board of directors shall have the capabilities provided below:
    • I. Business Operation Judgment
      II. Accounting and Financial Analysis
      III. Business Management
      IV. Crisis Management
      V. Industry Knowledge
      VI. Global Market Perspective
      VII. Leadership
      VIII. Decision-making

For diversified policies, please refer to the table provided below. 

Name Of DirectorGenderOperation Managementleadership Decision MakingIndustry KnowledgeFinance Accounting
Donald HsiaoMale
 
J.T.HsiaoMale
 
Li Hung HuangMale
 
Chih Hung LaiMale
 
Cheng Jen ChenMale
 
Adhesive Technologies,Inc.
President:Peter Sterling Melendy
Male
 
Wen Pin WengMale
 
Chung Ping WangMale
 

Important resolutions from the Board of Directors

2022

DateImportant Resolutions
2022/06/271.  Admission to chairman election.
2.  The acknowledgment for the appointment of the member for the Functional Committee.
2022/05/131.  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"
2022/03/291.  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

DateImportant Resolutions
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 
       common stock.
  3.  Renewal and additional of credit line.
  4.  Discussion of the amount of endorsement and guarantee providing to subsidiary companies.
2021/07/02
  1. Change the date of 2021 Annual Shareholders' Meeting.
  2. Discussion of the amount of endorsement and guarantee providing to son companies.
2021/05/14
  1. To set recordation base date for the conversion of 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 subsidiary companies.
  4. Discussion on the lending of capital for Tex Year Subsidiary.
2021/03/26
  1. Financial report, combined financial report and operational report of 2020
  2. Report on the statement of internal control system of 2020.
  3. Discussion on the 1st salary committee resolution of 2021.
  4. Modification on「Articles of Association」.
  5. Discussion on employee compensation and directors in of 2020.
  6. Discussion on profit/dividend distribution of 2020.
  7. Discussion to approve the issuance of new shares for capital increase by earnings re-capitalization of 2020.
  8. Amendment to「 Rules of Procedure for Board of Directors Meeting」.
  9. Amendment to「The rules of procedure for shareholders' meetings」.
  10. Discussion on the calling of the shareholders meeting of 2021.
  11. Status report on for TEX YEAR Group’s of directors、Supervisor and managers personnel changes.
  12. Alleviation of the “Non-Compete Restrictions on Managers”
  13. To set recordation base date for the conversion of the 3rd domestic unsecured convertible bonds into common stock.
  14. Renewal and additional of credit line.
  15. Discussion of the amount of endorsement and guarantee providing to subsidiary companies.
  16. Discussion on the lending of capital for Tex Year Subsidiary.

2020

DateImportant Resolutions
2020/12/09
  1. Report on the  Operation plan of 2021.
  2. Amendment for the standard of internal control.
  3. Discussion on the Proposal to appoint a Functional Committees.
2020/11/13
  1. Recognition of the Certified Public Accountants Internal rotation
  2. The approval of 2rd proposed resolution made by the salary committee in 2020.
  3. Recognition of the Audit Plan for 2021.
  4. Recognition of the Certified Public Accountants Independence.
  5. Discussion on the change percentage of employee compensation and directors in 2020 and 2021.
  6. Discussion of the amount of endorsement and guarantee providing to subsidiary companies.
  7. Status report on for TEX YEAR Group’s of directors、Supervisor and managers personnel changes.
  8. Alleviation of the “Non-Compete Restrictions on Managers”
  9. Discussion on the Proposal to appoint a director of corporate governance.
  10. Adjustment of bank credit limit.
2020/08/12
  1. To set recordation base date for the conversion of the 3rd domestic  unsecured convertible bonds into common stock.
  2. Discussion of the amount of endorsement and guarantee providing to subsidiary companies.
2020/06/16
  1. Discussion on the date to assign 2019 Capital Reserve Distribution.
2020/05/14
  1. To set the third recordation base date of 2019 for unsecured converting domestic guaranteed convertible bonds into common stock.
  2. Renewal and additional of credit line.
  3. Discussion of the amount of endorsement and guarantee providing to subsidiary companies.
  4. Discussion on the lending of capital for Tex Year affiliates.
2020/03/27
  1. Financial report, combined financial report and operational report of 2019.
  2. Report on the statement of internal control system of 2019.
  3. Discussion on the 1st salary committee resolution of 2020.
  4. Proposal of buying back treasury shares in order to protect the Company's credit and shareholders' rights.
  5. Discussion on employee compensation and directors in of 2019.
  6. Discussion on profit/dividend distribution of 2019.
  7. Discussion on Capital Reserve Distribution.
  8. Amendment to「 Rules of Procedure for Board of Directors Meeting」.
  9. Amendment toThe rules of procedure for shareholders' meetings.
  10. Discussion on the by-election of directors.
  11. Release prohibition on directors from participation in competitive business.
  12. Discussion on the calling of the shareholders’ meeting of 2020.
  13. To set the first recordation base date of 2016 for converting domestic guaranteed convertible bonds into common stock.
  14. Discussion of the amount of endorsement and guarantee providing to subsidiary companies.
  15. Discussion on the lending of capital for Tex Year Subsidiary.
  16. The amendment to corporate governance principles.

2019

DateImportant Resolutions
2019/11/13
  1. The approval of 2rd proposed resolution made by the salary committee in 2019.
  2. Recognition of the Audit Plan for 2020.
  3. Amendment for the standard of internal control.
  4. Recognition of the Certified Public Accountants Independence.
  5. Report on the  Operation plan of 2020.
  6. Discussion on the change percentage of employee compensation and directors in 2020.
  7. Discussion of the amount of endorsement and guarantee providing to son companies.
  8. Adjustment of bank credit limit.
2019/08/13
  1. Discussion of the amount of endorsement and guarantee providing to subsidiary companies.
  2. Discussion on the lending of capital for Tex Year affiliates.
2019/07/03
  1. The acknowledgment for the appointment of the member for the 4th Salary committee.
  2. Change of issuance the first domestic secured convertible bonds.
  3. Discussion of issuance the second domestic secared convertible bond and the third unsecured convertible bond.
  4. Increase of "Standard Operating Procedures for Handling Directors' Requirements".
2019/6/24
  1. Admission to chairman election.
2019/05/13
  1. Recognition of the Certified Public Accountants Internal rotation
  2. Review of the list of candidates for directors, independent directors and supervisors.
  3. Renewal and additional of credit line.
  4. Discussion of the amount of endorsement and guarantee providing to subsidiary companies.
  5. Discussion on the lending of capital for Tex Year affiliates.
2019/03/28
  1. Financial report, combined financial report and operational report of 2018.
  2. Report on the statement of internal control system of 2018.
  3. Discussion on the 1st salary committee resolution of 2019.
  4. Discussion on employee compensation and directors in of 2018.
  5. Discussion on profit/dividend distribution of 2018.
  6. Fully re-election of directions and supervisors upon the end of term.
  7. Revising on Endorsement Guarantee.
  8. Procedures for Lending Funds to Other Parties.
  9. Modification on procedures for assets acquisition and management.
  10. Release prohibition on directors and corporate directors from participation in competitive business.
  11. Discussion on the calling of the shareholders’ meeting of 2019.
  12. Discussion of the amount of endorsement and guarantee providing to subsidiary companies.
  13. Discussion on the lending of capital for Tex Year affiliates.

2018

DateImportant Resolutions
2018/11/13
  1. Recognition of the Certified Public Accountants Internal rotation
  2. The approval of 2rd proposed resolution made by the salary committee in 2018.
  3. Recognition of the Audit Plan for 2019.
  4. Amendment for the standard of internal control.
  5. Revision on auditing procedures.
  6. Recognition of the Certified Public Accountants Independence.
  7. Report on the  Operation plan of 2019.
  8. Discussion on the change percentage of employee compensation and directors in 2019.
  9. Discussion of the amount of endorsement and guarantee providing to son companies.
2018/08/13
  1. Discussion of the amount of endorsement and guarantee providing to son companies.
2018/05/11
  1. Modification on「Articles of Association」.
  2. Renewal and additional of credit line.
  3. Discussion of the amount of endorsement and guarantee providing to subsidiary companies.
  4. Discussion on the lending of capital for Tex Year affiliates.
2018/03/28
  1. Financial report, combined financial report and operational report of 2017.
  2. Report on the statement of internal control system of 2017.
  3. Discussion on the 1st salary committee resolution of 2018.
  4. Discussion on employee compensation and directors in of 2017.
  5. Discussion on profit/dividend distribution of 2017.
  6. Amendment to Rules of Procedure for Board of Directors Meeting.
  7. Discussion on the calling of the shareholders’ meeting of 2018.
  8. Discussion of the Compensation Committee Charter and method.
  9. Status report on for TEX YEAR Group’s of directors、Supervisor and managers personnel changes.
  10. Discussion of the amount of endorsement and guarantee providing to subsidiary companies.
  11. Discussion on the lending of capital for Tex Year affiliates.

2017

DateImportant Resolutions
2017/11/13
  1. Acknowledgment of the “2017 Second Remuneration Committee Conference Settlement”
  2. Acknowledgment of the “2018 Audit Plan”
  3. Amendment to the “Internal Control System”
  4. Recognition of the Certified Public Accountants Independence
  5. Acknowledgment of the “2018 Business Operation Plan”
  6. Discussion of the “2018 Remuneration Proportion Between Employees and Directors & Supervisors”
  7. Discussion of the “Endorsed Guarantee Credit Limit for Subsidiary Companies”
  8. Discussion of the “Loan and Credit Limit with Affiliated Companies”
  9. Discussion of the “Incremental Bank Credit Limit”
2017/08/11 
  1. Discussion of the “Credit Limit Endorsement with Subsidiary Companies”
  2. Discuss of the “Loan and Credit Limit Endorsement with Affiliated Companies”
  3. Discussion of the “Bank Credit Limit Alteration”
  4. Discussion of the “Incremental Investment in Tex Year Europe Sp. z o. o.”
  5. Discussion of the “Amendment to Capital Loan For Others' Operation” 
  6. Alleviation of the “Non-Compete Restrictions on Managers”
2017/05/12
  1. Discussion of "Corporate Governance Code Updates"
  2. Acknowledgment of the "Bank Credit Limit Renewal"
  3. Discussion of the "Credit Limit Endorsement with the Subsidiaries"
  4. Amendment to the "Incremental Investment in Shanghai Chuangchih Environmental Technology Company"
2017/03/29
  1. Acknowledgment of “2016 Annual Financial Statements and Consolidated Statements & Business Reports”
  2. Acknowledgment of the “2016 Annual Internal Control System Declaration”
  3. Acknowledgment of the “2017 1st Remuneration Committee Conference Settlement”
  4. Amendment to the “Articles of Association”
  5. Discussion of “2016 Employees, Directors & Supervisors Remuneration”
  6. Discussion of “2016 Earning Per Share (EPS) Allocation”
  7. Amendment to the “Credit Limit Endorsement Management Measures”
  8. Amendment to the “Asset Obtaining or Disposing Procedures”
  9. Amendment to the “Directors and Supervisors Election Measures”
  10. Discussion of the “2017 Shareholder's Meeting”
  11. Discussion of the “Credit Limit Endorsement with Subsidiaries”
  12. Discussion of the “Credit Limit Endorsement Authorized by the Chairman of the Board”
  13. Discuss of the “Loan and Credit Limit Endorsement with Affiliated Companies”
  14. Amendment to the “General Bank Credit Limit”
  15. Alleviation of the “Non-Compete Restrictions for Managers”
  16. Investment Increment in “Shanghai Chuangchih Environmental Technology Company”

2016

DateImportant Resolutions
2016/11/11
  1. Acknowledgment of the “Internal Transfer of the Certified Public Accountant ”
  2. Acknowledgment of the “2016 Third Remuneration Committee Conference Settlement”
  3. Acknowledgment of the “2017 Audit Plan”
  4. Amendment to the “Internal Control System”
  5. Acknowledgment of the “2017 Business Operation Plan”
  6. Discussion of the “2017 Remuneration Proportion Between Employees and Directors & Supervisors”
  7. Discussion of the “Loan and Credit Limit with Affiliated Companies”
  8. Discussion of “Incremental Investment in Guangzhou Tex Year Fine Chemical Industry Corp., Ltd.”
  9. Discussion of the “Incremental Bank Credit Limit”
  10. Discussion of the “2016 Issuance Price of Capital Increased by Cash”
2016/08/11
  1. Discussion of a “New Director for Tex Year Europe Sp. z o. o.”
  2. Discussion of the “Endorsed Guarantee Credit Limit for Subsidiary Companies”
  3. Discussion of the “Loan and Credit Limit with Affiliated Companies”
  4. Discussion of the “Independent Director Remuneration”
  5. Discussion of “Increment Investment and Expansion of Taoyuan Factory”
  6. Discussion of the “Issuance of New Dividends with the first domestic Convertible Bonds”
2016/07/05
  1. Discussion of the “2015 Ex-dividend Date for Earning Per Share (EPS) Allocation”
  2. Appointment of “the 3rd Remuneration Committee Conference Participants”
  3. Discussion of “the 3rd New Factory in Mainland China”
  4. Discussion of “Subsidiary Company Guangzhou Tex Year’s Investment in a new material industry”
2016/06/27
  1. Election of “Chairman of the Board”
2016/05/13
  1. Increment and Renewal of the “Bank Credit Limit”
  2. Review of “Independent Director Candidates”
  3. Discussion of the “Credit Limit Endorsement with Subsidiary Companies”
2016/03/30
  1. Amendment of the “Articles of Association”
  2. Acknowledgment of “2015 Annual Financial Statements and Consolidated Statements & Business Reports”
  3. Acknowledgment of the “2015 Annual Internal Control System Declaration”
  4. Acknowledgment of the “2016 1st Remuneration Committee Conference Settlement”
  5. Discussion of the “2015 Employees, Directors & Supervisors Remuneration”
  6. Discussion of the “2015 Earning Per Share (EPS) Allocation”
  7. Amendment to the “Board of Director Meeting Rules”
  8. Discussion of the “Amendment to Person In Charge of Subsidiary Companies”
  9. Election of “New Directors and Supervisors After the Term of Office Expired”
  10. Nomination of “Independent Director”
  11. Alleviation of the “Non-compete Restrictions on Chairperson and His/Her Agent”
  12. Discussion of the “2016 Shareholder’s Meeting”
  13. Alleviation of the “Non-compete Restrictions on Managers”
  14. Increment of the “Credit Limit Endorsement on Tex Year Industrial Adhesive Pvt. And Tex Year Europe Sp. z o.o.

2015

DateImportant Resolutions
2015/11/11
  1. The approval of 3rd proposed resolution made by the salary committee in 2015.
  2. Recognition of promotion personnel.
  3. Report on the  Operation plan of 2016
  4. Recognition of the Audit Plan for 2016
  5. Recognition of upgrade the preparation financial report of ability
  6. Discussion on the change percentage of employee compensation and directors in 2016.
  7. Discussion on the lending of capital for Tex Year affiliates.
  8. Adjustment of bank credit limit and long term financing
  9. Procedures for halt and resumption applications
2015/08/12
  1. Discussion on endorsement credit limit of Tex Year subsidiaries.
  2. Discussion on the lending of capital for Tex Year affiliates.
  3. Discussion on the change percentage of employee compensation and directors in 2015.
2015/06/15
  1. The approval of  2nd proposed resolution made by the salary committee in 2015.
  2. Discussion on Tex Tear general manager change.
  3. Discussion on the date to assign 2014 bonus issue ex-dividend.
2015/05/13
  1. Discussion on additional general credit limit from banks and contract change.
2015/03/23
  1. Financial report, combined financial report and operational report of 2014.
  2. Revision on accounting standard.
  3. Amendment for the standard of internal control.
  4. Amendment for the policy of auditing.
  5. Report on the statement of internal control system of 2014.
  6. Discussion on the 1st salary committee resolution of 2015.
  7. Discussion on profit/dividend distribution of 2014.
  8. Proposal for a new share issue through capitalization of earnings and capital surplus and employee bonus.
  9. Discussion on the calling of the shareholders’ meeting of 2015.
  10. Modification on「Articles of Association」.
  11. Modification on「The rules of procedure for the board meeting」.
  12. Revision of method of election of board director and supervisor.
  13. Modification on「Moral and behavioral principles of board director, supervisor and managerial officers」.
  14. Procedures for Ethical Management and Guidelines for Conduct.
  15. Removal of prohibition of Unfair Competitive Acts for managers.
  16. Change of the Custodian for the Special Endorsement Stamp.
  17. Amendment to the Operational Procedures for Loaning of Company Funds.
  18. Adjustment on Attendance fee of Independent Directors Compensation Committee.
  19. Distribute the expenses for Directors and Supervisors to attend the Board of Directors.
2015/01/26
  1. Amendment for the audit plan of year 2015.
  2. Amendment for the standard of internal control.
  3. Amendment for the standard of internal control.
  4. New proposal for the manufacturing plant of Polish investment.