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 Industries Inc.
|Director||Li Hung Huang||台灣大學森林研究所碩士|
Chairman of Wood Glue Industrial Co.,Ltd.
|Director||Chih Hung Lai|| |
|Director||Cheng Jen Chen||高雄大學碩士|
President:Peter Sterling Melendy
|MBA from Amos Tuck School of Finance|
Adhesive Technologies, Inc. President
|Independent director||Wen Pin Weng||國立台灣大學材料科學與工程學研究所博士|
|Independent director||Chung 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
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.
|Name Of Director||Gender||Operation Management||leadership Decision Making||Industry Knowledge||Finance Accounting|
|Li Hung Huang||Male|
|Chih Hung Lai||Male|
|Cheng Jen Chen||Male|
President:Peter Sterling Melendy
|Wen Pin Weng||Male|
|Chung Ping Wang||Male|
Important resolutions from the Board of Directors
|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.
|DATE||BOARD OF DIRECTORS RESOLUTIONS|