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GOVERNANCE
Organizational Structure
Board of Directors
- Board Diversity and Independence
- Related Documents
Board Diversity and Independence
According to the Articles of Incorporation, the Company has 5 to 9 directors with a three-year term.
The current Board of Directors was elected at the 2025 Annual Shareholders’ Meeting on May 28, with 8 members, including 4 independent directors. Directors are distinguished professionals from academia and industry. The board follows a candidate nomination system and cumulative voting under Article 198 of the Company Act, with shareholders electing directors from the nominee list.
The Company values gender balance on the board. Currently, 75% of directors are male (6 seats) and 25% female (2 seats), with efforts to increase female representation in the future.
Name
Professional Qualifications and Experience
Independence Status
No. of Indep. Directorships at
Other Public Companies
Other Public Companies
Hsiu Ching Wang
- The Company’s Chairman, who holds an EMBA Master’s degree from United Business Institutes in Belgium, has served as the chairman and COO of Rich Honour Design Group since 1981, and is equipped with professional qualifications and management
- skills.
Non-independent director
0
Hsin Li Yang
- The Company’s director, who is the founder of Rich Honour Design Group, has a total of 48 years of experience in the industry, serves as Managing Director, and is equipped with professional qualifications and management skills.
Non-independent director
0
Ting Yu Yang
- The Company’s director, who is a Master of Science in Project Management at Northeastern University, serves as the Company’s project manager, and is equipped with professional qualifications.
Non-independent director
0
I Chen Wang
- The Company’s director, who has a Doctor’s degree of environmental engineering from Feng Chia University, once served as the president of Ridingways Inc. in the United States, and is equipped with professional qualifications.
Non-independent director
0
Chih Wei Chen
- Graduated from the Executive Management Program at the University of California, Los Angeles (UCLA). Has served as CEO and COO across multiple industries and is currently the CEO of Persona Gruppe Possesses the management expertise and professional experience required for the Company’s business development.
Please refer to Note 2 below for further details.
1
Wen Hung Lee
- Graduated from the Graduate School of Industrial Design at Tunghai University, served as a senior vice president of Ofuna Technology Co., Ltd. between 1991 and 2018, acted as the general manager of Ofuna Develop Technology Co., Ltd. between 2006 and 2008, and is equipped with business management experience and the professional skills and experience required for the business development of the Company
Please refer to Note 2 below for further details.
0
Hui Ying Wu
- Graduated from the Department of Finance at National Chengchi University, served as the CFO of HOLUX Technology, Inc. between 2003 and 2007, acted as the project director of the President's Office of Qisda between 2008 and 2018, and has a background and experience in finance.
Please refer to Note 2 below for further details.
0
Hsiao Lei Wang
- Received a Doctor’s degree of engineering from National Taiwan University, served as a teacher at China University of Technology between 2000 and 2003, has been an associate professor of the Department of Interior Design at China University of Technology since 2003, and is equipped with the professional skills and experience required for the business development of the Company.
Please refer to Note 2 below for further details.
0
Note 1:
None of the above directors have any of the circumstances specified in Article 30 of the Company Act.
Note 2:
・Neither the director, their spouse, nor relatives within the second degree of kinship (including through the use of another’s name) hold positions as directors, supervisors, or employees in the Company or its related enterprises; do not hold shares of the Company; and have not received remuneration for providing business, legal, financial, accounting, or similar services.
・None of the directors have circumstances specified in Items 5–8 of Paragraph 1, Article 3 of the “Regulations Governing Appointment and Compliance of Independent Directors of Public Companies.”
Board Diversity
To strengthen corporate governance and promote a sound development of the Board’s composition and structure, the Company revised the “Corporate Governance Best Practice Principles” in 2019, adjusting the “Board Diversity Policy.” The policy states that the appropriate number of directors, ranging from 5 to 9, should be determined based on the Company’s operational scale and major shareholders’ shareholding, while taking practical operational needs into account.
The composition of the Board should consider diversity. Directors who concurrently serve as executives should not exceed one-third of the board seats. In addition, the Board should establish an appropriate diversity policy according to its operation, business model, and development needs. This policy should include, but is not limited to, the following two main aspects:
- Personal Attributes and Values: Gender, age, nationality, and cultural background.
- Professional Knowledge and Skills: Professional background (e.g., legal, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
The Board as a whole should possess the following capabilities: operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market insight, leadership, and decision-making skills. Among the Company’s 8 directors, there are 4 directors and 4 independent directors, including 2 female directors, representing 25%. Beyond gender diversity, the selection of directors considers multiple aspects, including each director’s professional domain, management experience, talent sustainability, and practical industry experience, covering finance and accounting, environmental engineering, urban design, multinational management, and digitalization. The Board also spans three generations, ensuring compliance with and implementation of the Company’s board diversity principles.
The Company’s current Board diversity policy and its implementation are as follows:
Director Name
Nationality
Gender
Employee Status
Age (Years)
>70
61-70
51-60
41-50
<40
Independent Director Tenure (Years)
>9
6-9
3-6
<3
Business Management
Leadership and Decision-Making
Industry Knowledge
Finance and Accounting
Environmental Engineering
Hsiu Ching Wang
Republic of China
Female
Hsin Li Yang
Republic of China
Male
Ting Yu Yang
Republic of China
Male
I Chen Wang
Republic of China
Male
Chih Wei Chen
Republic of China
Male
Wen Hung Lee
Republic of China
Male
Hui Ying Wu
Republic of China
Female
Hsiao Lei Wang
Republic of China
Male
Board Independence
The Company’s Board of Directors consists of eight directors (including four independent directors). Only three directors have a first-degree familial relationship with each other, while the remaining directors have no spouse or relatives within the second degree of kinship, in compliance with Article 26-3, Paragraph 3 of the Securities and Exchange Act.
Related Documents
Item
Title
ID Mailbox
For board-related inquiries, please contact:
RHIDD6754@gmail.com
Establish an integrity communication channel through the Independent Directors’ mailbox to foster a better corporate governance environment!
Committees
- Audit Committee
- Remuneration Committee
Audit Committee
The Audit Committee assists the board in supervising the integrity and quality of accounting, auditing, financial reporting, and internal controls.
Established on October 5, 2019, the third-term Audit Committee serves from May 28, 2025, to May 27, 2028, composed of all four independent directors. The committee meets at least quarterly.
Attendance of Independent Directors at the 2024 Audit Committee Meetings
Name
Position
Actual Attendance
【Ｂ】
【Ｂ】
Number of Proxies
Actual Attendance Rate (%)
【Ｂ/Ａ】
【Ｂ/Ａ】
Hui Ying Wu
Independent Director / Convener
5
0
100%
Wen Hung Lee
Independent Director / Member
5
0
100%
Chih Wei Chen
Independent Director / Member
5
0
100%
Hsiao Lei Wang
Independent Director / Member
5
0
100%
Members’ Professional Qualifications and Experience
Members
Professional Qualifications and Experience
Hui Ying Wu
- Graduated from the Department of Finance at National Chengchi University
- Served as the CFO of HOLUX Technology, Inc.
- Acted as the project director of the President's Office of Qisda
- Keyxentic, Director of the board
Wen Hung Lee
- Graduated from the Graduate School of Industrial Design at Tunghai University
- Served as a senior vice president of Ofuna Technology Co., Ltd.
- Acted as the general manager of Ofuna Develop Technology Co., Ltd.
- Operations and Management Consultant, China Productivity Center
- TAISE CSR Corporate Sustainability Manager
- TPCA Environment Foundation, Consultant
- TOP SOLUTION CO.,LTD, Director, Business Consultan
Chih Wei Chen
- California State University, Los Angeles, MA Education Administration
- RICHARD CHEN’S Strategic Alliance Corp, Director of the board
- Shoetown International Corporation, Group operations consultant
- Asiatic Fiber Corporation, Chief Management Office
- Persona Gruppe, Director of the board
- Chitec Technology, Independent director
Hsiao Lei Wang
- Received a Doctor’s degree of engineering from National Taiwan University
- Associate professor of the Department of Interior Design at China University of Technology
Remuneration Committee
The Remuneration Committee aims to assist the Board of Directors in implementing and evaluating the Company’s overall compensation and benefits policies, as well as the remuneration of directors and executive officers.
The Company established the Remuneration Committee on September 9, 2019. The fourth-term Remuneration Committee serves from May 28, 2025, to May 27, 2028, and is composed of three independent directors. The Remuneration Committee holds at least two regular meetings each year.
Attendance of Independent Directors at the 2024 Remuneration Committee Meetings
Name
Position
Actual Attendance
【Ｂ】
【Ｂ】
Number of Proxies
Actual Attendance Rate (%)
【Ｂ/Ａ】
【Ｂ/Ａ】
Chih Wei Chen
Convener
3
0
100%
Wen Hung Lee
Member
3
0
100%
Hui Ying Wu
Member
3
0
100%
Members’ Professional Qualifications and Experience
Members
Professional Qualifications and Experience
Chih Wei Chen
- California State University, Los Angeles, MA Education Administration
- RICHARD CHEN’S Strategic Alliance Corp, Director of the board
- Shoetown International Corporation, Group operations consultant
- Asiatic Fiber Corporation, Chief Management Office
- Persona Gruppe, Director of the board
- Chitec Technology, Independent director
Wen Hung Lee
- Graduated from the Graduate School of Industrial Design at Tunghai University
- Served as a senior vice president of Ofuna Technology Co., Ltd.
- Acted as the general manager of Ofuna Develop Technology Co., Ltd.
- Operations and Management Consultant, China Productivity Center
- TAISE CSR Corporate Sustainability Manager
- TPCA Environment Foundation, Consultant
- TOP SOLUTION CO.,LTD, Director, Business Consultan
Hui Ying Wu
- Graduated from the Department of Finance at National Chengchi University
- Served as the CFO of HOLUX Technology, Inc.
- Acted as the project director of the President's Office of Qisda
- Keyxentic, Director of the board
CG Officer
On December 14, 2022, the Board of Directors resolved to appoint Ms. Diane Lo, Chief Financial Officer of the Finance Department, as the Corporate Governance Officer, responsible for matters related to corporate governance.
- Scope of Authority
- Key Tasks for 2024
- Continuing Education in 2024
Scope of Authority
In accordance with Article 20 of the “Guidelines for the Establishment and Exercise of Powers by the Board of Directors of Listed Companies” issued by Taiwan Stock Exchange Corporation, a Corporate Governance Officer is appointed to be responsible for corporate governance-related matters. The corporate governance-related matters include the following:
- Handling all matters related to board of directors and shareholders’ meetings in accordance with the law.
- Preparing minutes of board of directors and shareholders’ meetings.
- Assisting directors with onboarding and continuous professional development.
- Providing directors with all necessary nformation required to perform their duties.
- Assisting directors in complying with laws and regulations.
- Reporting to the board on the review results regarding whether independent directors meet the relevant legal and regulatory requirements during nomination, election, and tenure.
- Handling matters related to changes in directors.
- Other matters as stipulated in the Articles of Incorporation or in contracts.
Key Tasks for 2024
- Handled five Board of Directors meetings, five Audit Committee meetings, three Remuneration Committee meetings, and the Annual Shareholders’ Meeting in 2024, including planning and preparing agendas, sending meeting notices within the statutory time frame, providing necessary meeting materials, and preparing minutes after the meetings.
- Assisted with and coordinated directors’ continuing education courses.
- Conducted the 2023 performance evaluation of the Board of Directors and submitted the results to the board.
- Provided directors with appropriate and timely company information.
- Other corporate governance-related matters.
Continuing Education in 2024
Total annual continuing education hours: 36 hours
Training Institution
Course Name
Training Hours
Securities and Futures Institute
Practical Workshop on Sustainability Disclosure
9
Taiwan Stock Exchange Corporation
2024 Cathay Sustainable Finance and Climate Change Summit
6
Securities and Futures Institute
Legal Compliance Seminar on Insider Equity Trading
3
Securities and Futures Institute
Sustainable Development Committee and Chief Sustainability Officer (CSO) Roundtable
3
Accounting Research and Development Foundation
Annual Continuing Education for Accounting Managers
12
Securities and Futures Institute
Seminar on Using Derivatives to Expand Asian Asset Management Footprint for Listed Companies
3
Internal Audit
- Internal Audit Organization and Personnel
- Internal Operations
- Internal Audit Reporting
Internal Audit Organization and Personnel
p>The purpose of internal audit is to assist the Board of Directors and management in examining and reviewing the control operations of internal control systems for various operational procedures, and to assess the effectiveness and efficiency of operations. In accordance with the "Rules for Establishing Internal Control Systems in Public Companies," the Company, taking into account its own operations and those of key subsidiaries, establishes effective internal control systems. These systems are continuously reviewed and improved in response to changes in the internal and external environment, ensuring that the design and implementation of internal controls remain effective.
To ensure auditors carry out their work with impartiality and independence, an independent Audit Office is established under the Board of Directors, staffed with full-time auditors. Currently, qualified and dedicated internal auditors are in place, along with designated deputies. Reports are regularly filed for record in accordance with the format required by regulatory authorities. The appointment and removal of the Head of Internal Audit must be approved by the Audit Committee and resolved by the Board of Directors.
Internal Operations
Based on risk assessment results and in accordance with Article 13 of the "Rules for Establishing Internal Control Systems in Public Companies," the Audit Unit prepares an annual audit plan, which is executed upon approval by the Board of Directors. Project audits or reviews are also conducted as needed. The execution of general and project audits provides management with insights into the operation of internal controls and promptly informs management of existing or potential internal control deficiencies.
Internal audit reviews the self-assessment of internal control operations conducted by each unit, including checking whether the procedures are implemented and reviewing documentation to ensure the quality of execution.
To strengthen the professional capabilities of auditors, audit staff are arranged to continuously improve their professional knowledge and skills and to participate in internal audit training programs recognized by regulatory authorities, enhancing and maintaining audit quality and effectiveness.
Through continuous monitoring of the implementation of operational systems by auditors, the aim is to promote sound governance practices, consider risk control mechanisms, and create a sustainable operational environment.
Internal Audit Reporting
After performing audit procedures, the Internal Audit issues a written audit report, which is delivered to each independent director for review by the end of the following month after the completion of the audit items.
Any internal control deficiencies identified by the Internal Audit should be disclosed truthfully in the audit report, and, after the report is reviewed, followed up. At a minimum, follow-up reports are prepared quarterly until the deficiencies are resolved.
The Head of Internal Audit should report audit activities to the Audit Committee at least once per quarter and attend Board meetings to present reports on the execution of internal audits and the status of internal control operations. In addition to these routine reports, any significant deficiencies must be reported immediately to the independent directors and the Board to uphold the spirit of corporate governance.
Review the self-assessment reports of internal control systems from each unit and major subsidiaries, together with internal control deficiencies and irregularities identified by the Audit Unit. These are submitted to management, the Board of Directors, and the Audit Committee as a basis for evaluating the overall effectiveness of the internal control system and issuing the internal control system statement.
Top 10 Shareholders
Record Date: March 30, 2025
Policies & Regulations
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