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Board of Directors

The directors of the BODs of the Company are elected by shareholders’ voting in the shareholders’ meetings, numbers of seats are determined by the BODs. In the numbers of the BODs, three spots should be taken by the independent directors, and should not be less than one fifth of the total numbers of the BODs. Election of the members of the BODs are by nominations, shareholders elects from the nominated candidates, once elected, terms are three years and can continue if being re-elected.(please refer to「Director Election Method」)。

The directors provide the board with professional and objective opinions on their respective areas of expertise and assist the board in making decisions that are most beneficial to shareholders. Please refer the "Information on Directors" in this website for further information on the educational and professional experiences of members of the BODs. To ensure rights of the shareholders, litigation concerning damage to shareholders’ rights caused by directors’ negligence in the performance of their duties, liability insurance has been covered for directors.

The board makes major business-related decisions for the Company. For the boards’ operational efficiency, the「Rules of Procedure for Board Meetings」explains the meeting procedures, frequency of meetings and responsibilities of the boards.In addition, the Company stipulates the “Board of Directors Standard Operating Procedure” to provide the directors with appropriate and timely information in a form and quality that enable the directors to make decisions and to discharge their directorial duties.

To achieve the purpose of effective management and supervision of the Company as well as to improve the quality and efficiency of the BODs decision making, performance measurements of the BODs are carefully managed; definite goals and relevant responsibilities are then communicate to the BODs. This part has been disclosed through the operation of the BODs and the attendance rate of the directors in the annual report and in the website of the Company in order to strengthen the requirements of directors to fulfill their responsibilities and obligations, if any conflicts of interests are identified, directors must refrain from discussing and making resolutions in order to implement the functions of executive supervision and management of the Company. Furthermore, “Board of Directors Performance Evaluation Method” is stipulated to implement performance evaluation for the board meetings, the members of the boards and functional committees; shareholders also decide on the distribution of directors' remuneration in the "Articles of Association" according to the operating performance of the board of directors through a resolution of the shareholders' meeting. Remuneration for directors follows strictly to the Articles of Association, which is set to be no more than 3% of the distributable surplus.

 

The Directors shall, under the resolutions of Shareholders’ Meeting and Board of Directors:

1. Deliberate business strategy and middle or long term development plan

2. Approve budget and deliberate final execution

3. Distribute earnings or deliberate of deficit covering

4. Execute resolution by Shareholders’ Meeting

5. Deliberate items submitted by General Managers

6. Convene Shareholders’ Meeting and report business performance

7. Deliberate, approve or execute other business requested by law

 

2021, in accordance to the Securities Exchange Act, Holy Stone established the Audit Committee in replacement of the Supervisors during the regular shareholders meeting.

 

Overall Ability of the Board of Directors:

The Board of Directors of the Company shall guide the Company’s strategy, supervise the management and be accountable to the Company and shareholders. The operations and arrangements of its corporate system shall ensure that the Board of Directors exercises its function and powers in accordance with relevant laws and regulations. The Company’s Articles of Association or the Resolutions of the Shareholders’ Meeting.

The structure of the Board of Directors of the Company shall be based on the scale of the Company’s operation and development and the shareholding situation of its major shareholders; taking into account the needs of practical operation, and determining the appropriate number of directors with more than 5 members.

 

Diversification should be taken into consideration in the composition of the members of the Board of Directors, an appropriate diversification policy should be formulated in accordance to the operation, the operational type and development needs and should include but not limited to the following two standards:

1. Basic Requirements and Values includes but not limited to : Gender, Age, Nationality and Cultural Backgrounds.

2. Professional Knowledge and Skills includes but not limited to: Professional Backgrounds (Law, Accounting, Industry, Finance, Marketing or Technology), Professional Skills and Industry Experience etc.

 

Diversification Management Goals:


Policy

Management Goal

Achievement

Director concurrently serving as executives shall not exceed 1/3 of the total number of director positions

Director concurrently serving as executives shall does not exceed 1/3 of the total number of director positions

Complete

At least 1/3 of the total number of board of director shall be female

At least one female director position

Incomplete, female director candidates will be prioritized in the next board election, and legally introduce at least one female director position

Members of the board of director should generally possess the knowledge, skills and qualifications necessary for the performance of their duties

The overall board of directors should possess competencies in operational judgement, accounting and financial analysis, business management, crisis management, industrial knowledge, international market insight, leadership and decision-making

Complete

 

All members of the Boards shall have the knowledge, skills and experiences necessary to perform their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities:

1. Operational Judgment Skills

2. Accounting and Financial Analysis Skills

3. Operational Management Skills

4. Risk Management Skills

5. Industry Knowledge

6. Global Knowledge View

7. Leadership

8. Decision Making Skills

 

 

Structure of the Board of Directors :

1. Directors and Supervisors: 9(Including 4 Independent Directors)

2. Independent Directors:4, 44.44% in directors

3. Employee Directors:3, 33.33% in directors

4. Gender Distribution:

Gender

Directors

%

M

9

100

F

0

0

Total

9

100

 

5. Age Distribution:

Age

Directors

%

41 (include)~50

1

11

51 (include)~60

0

0

61 (include)~70

6

67

71 and Above

2

22

Total

9

100

 

Gender

Average Age

Male

65

Female

N/A

All

65

 

6. Qualifications of the Board of Directors:

   

Diversification

 

Name

Name

Gender

Age

Ability

Operational Judgment

 

Financial and Accouting Analysis

 

Operational Management

 

Risk Management

 

Industry Knowledge

 

Global Market View

 

Leadership

 

Decision Making

 

Chairman

Jing-Rong Tang

M

61~70

V

 

V

V

V

V

V

V

Director

Lin Tan Investment Co., Ltd.

Chyang Lo

M

71~80

 

 

V

 

V      

Director

Shih-Yun Shen

M

61~70

V

 

V

V

V

V

V

V

Director

Shao-Kuo Huang

M

61~70

V

 

V

V

V

V

V

V

Director

Tang-Ming Wu

M

61~70

V

V

V

V  

 

V

V

Independent

Director

Ken-Yi Cheng

M

61~70

V

V

V

V

V

 

V

V

Independent

Director

Nai-Hua Wu

M

61~70

V

 

V

V

V

V

V

V

Independent

Director

Chu-Yang Chien

M

71~80

V

V

V

V  

 

 

 

Independent

Director

Jen-Wei Ko

M

41~50

V

V

V

V

V

V

V

V

 

 

Operational Status of the Board of Directs:

2023

2022

2021

2020

 

 

Performance Evaluation for the Board of Directors:

1. The Company has stipulates the「Board of Directors Performance Evaluation Method」 under the approval of the resolutions of the Board of Directors at Aug 5th, 2020, main content includes:

     (1). Evaluation Period

           Evaluate at least once every year; and at least once every three years by external professional independent body or a team of external experts and scholars

     (2). Evaluation Range

           Overall Board of Directors, Individual Directors and Functional Committees

    (3). Evaluation Method

           BODs internal evaluation, members self-evaluation, BOD’s peer evaluation, entrust external professional companies, experts or other appropriate means for performance evaluatio

(4). Evaluation Content

Evaluation Range

Board of Directors

Members of the Board of Directors(self or peer)

Functional Committees

Item

Should include at least 5 aspects:

1. Involvement in the operation of the Company

2. Improve in the quality of the BODs decision making

3. Formation and the Structure of the Board of Directors

4. Election of the BODs and their continue education

5. Internal Control

Should include at least 6 aspects:

1. Mastery of Company goals and tasks

2. Awareness of Directors Responsibilities

3. Involvement in the operation of the Company

4. Internal relationship management and communication

5. Professional and continuing education of Directors

6. Internal Control

Should include at least 5 aspects:

1. Involvement in the operation of the Company

2. Awareness of the responsibilities of the functional committees

3. Improve in the quality of the functional committee decision making

4. Formation of the functional committee and election of its members

5. Internal Control

 

1. Performance Evaluation of the Board of Directors(please select from year):

2023

2022

2021

2020

 

 

Communications among Independent Directors, Supervisors, Auditing Officer and Accountants:

 

A. Communication methods among Independent Directors, Supervisors, Auditing Officer and Accountants:

     1.Auditing Officers

       (1). After finishing auditing program, report and communicate both ways with independent directors and supervisors every other month and or whenever necessary

       (2). Report auditing work to independent directors and supervisors during regular board meetings in each quarter, discuss auditing report results and following report implementation status

     2.Certified Public Accountant

       (1). Regular meetings at least twice a year, focusing on financial statements review and internal auditing situation of parent company and its subsidiaries, report to independent directors and supervisors; discuss possible impacts to the company due to rearrangement of the financial statements or revision of articles; communicate with accountants whenever necessary

        (2). The company evaluates independency and suitability of the accountants every year with independent directors and supervisors participates in the investigation

   

B. Summaries on previous communications among independent directors, supervisors and internal auditing officers:

    1.In addition to regular meetings, communications can be done via phone-calls, e-mails and in person whenever necessary

    2.Independent directors and supervisors shows well communication in terms of the status of audit implementation

    3.Communication Matters (please select from year):

    During the AGM of 2021.07.21, audit committee was established in replacement of the responsibilities of the supervisors, for further information regarding the operation of the audit committee, please refer to the "Audit Committee" section in this website. 

     2021

     2020

 

C.Summary on previous communications among independent directors, supervisors and certified public accountants:

    1.In addition to regular meetings, communications can be done via phone-calls e-mails and in person whenever necessary

    2.Communications are well maintained among independent directors, supervisors and certified public accountants

    3.Communication Matters(please select from year):

   During the AGM of 2021.07.21, audit committee was established in replacement of the responsibilities of the supervisors, for further information regarding the communication between independent directors and the CPAs, please refer to the "Audit Committee" section in this website. 

     2021

     2020