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Board of Directors

The members of Board of Directors are elected by the shareholders' meeting from among the persons with disposing capacity. Holy Stone has total 7~9 directors (including at least 2 independent directors) and 2 supervisors. They are re-elected by serve any number of consecutive mandates with 3 years of term of the office.

Independent Directors are elected for and exert their professional and industrial knowledge to help the Board of Directors set up strategic decision that maximize shareholders’ interests. More information on Board Members and Supervisors can be found in Annual Report. To protect rights and interest of shareholders, Directors and Supervisors has been covered by liability insurance against lawsuit caused by duty neglect.

Holy Stone has set up the Rules of Procedure for Shareholders Meetings for decision making.

Through the evaluation of managing performance, Board of Directors is able to aim at specific goal as well as to have the corresponding responsibilities. In the meantime, it leads to faster and better decision making. We have revealed Directors and Supervisors attendance in Annual Report. Directors shall not discuss or resolve any resolution whenever in need of avoiding conflict of interest. The compensation of Directors shall also be resolved at the Meeting by Shareholders, which shall not surpass 3% of distributable earnings, is restricted by the Article of Company.

 

The Directors shall, under the resolution 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 manger;

6. Convene Shareholders’ Meeting and report business performance and

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

 

Apart from executing function and powers according according to law, Supervisors who attend the Board of Directors shall not express opinion nor vote in the Meeting of Board of Directors. Supervisors shall:

 

1. review and audit the Financial Statement of the Company;

2. audit account books and documents;

3. supervise, review or audit other business requested by law.

 

Competence of Board of Directors:

 

The board of directors shall be responsible to the shareholders meetings. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its articles of incorporation, and the resolutions of its shareholders meetings.

The structure of the board of directors shall be determined by choosing an appropriate number of board members, not less than five, in consideration of its business scale, the shareholdings of its major shareholders, and practical operational needs.

 

Competence of current Board members:

 

The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

1. basic requirements and values: gender, age, nationality, and culture.

2. professional knowledge and skills: a professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

 

All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

1. to make operational judgments.

2. to perform accounting and financial analysis.

3. to conduct management administration.

4. to conduct crisis management.

5. an adequate knowledge of the industry.

6. an international market perspective.

7. ability to lead.

8. ability to make policy decisions.

 

The structure of Board of Directors:

1.Directors and Supervisors: 7 seats for Directors(including 2 seats for independent directors), 2 seats for supervisors, 9 seats in total.

2.Independent Directors: 2 seats (29% in director seats).

3.Worker Directors: 3 seats for directors (43% in director seats);no seats for supervisors (0% in director seats).

4.Gender Distribution:

 

Gender

Directors and Supervisors

(%)

Male

8

89

Female

1

11

Total

9

100

 

5.Age Distribution:

 

Age

Directors and Supervisors

(%)

Under 60

1

11

60 to 65

7

78

70 and above

1

11

Total

9

100

 

Gender

Average Age

Male

65

Female

61

All Directors and Supervisors

64

 

6. Competence and Abilities:

 

Subject

 

Name

Name

Sex

Abilities

Operation Decision making

 

Management

 

 

Accounting and Financial Evaluation

 

Industry knowledge

 

International Market View

 

Crisis Management

 

Leadership

 

Decision Making

 

Law and Regulation knowledge

 

Chairman & President

Jing-Rong Tang

M

V

V

 

V

V

V

V

V

 

Director

Lin Tan Investment Co., Ltd.

Chyang Lo

M

 

V

 

V

         

Director

Lin Tan Investment Co., Ltd.:

Yu-Min Wu

F

V

V

V

   

V

V

V

V

Director

Shih-Yun Sheng

M

V

V

 

V

V

V

V

V

 

Director

Shao-Kuo Huang

M

V

V

 

V

V

V

V

V

 

Independent Director

Ken-Yi Cheng

M

V

V

V

V

 

V

V

V

V

Independent Director

Nai-Hua Wu

M

V

V

 

V

V

V

V

V

 

Supervisor

Tang-Ming Wu

M

V

V

V

   

V

V

V

V

Supervisor

Chung-Yi Yang

M

 

V

 

V

         

 

 

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

 

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

 

1. Auditing Officer

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

(2)Report Auditing work to independent directors and supervisor during regular board meetings in each quarter; discuss auditing report results and following report implementation together.

2. Independent Auditors

(1)At least twice a year in regular board meetings, focus on financial statements review and internal auditing situation of parent company and its subsidiaries, report to independent directors and supervisor; discuss if the financial statements arrangements or articles revision that could affected the company, if necessary, stay in touch with auditors to discuss about financial status during the period.

(2)The company evaluates independency and appropriateness of the auditors every year, independent directors and supervisors also participate in this investigation.

   

Summary on previous communications among independent directors, supervisors and internal auditing officer:

1.Besides regular meetings, communications can be through phone calls, e-mails and in person if necessary during the time.

2.Company independent directors and supervisors show well communication about the status of audit implementation.

3.Main communication matters in present year:

Date

Communication Focus

Implementation Process

2019.03.06

1.2018 Internal Audit Summary Report

2.2018 Statement of Internal Control System

1.Auditing officer explain to independent directors and supervisors

(1)No material weakness happened in present year

(2)Implementation status and results of internal control self evaluation in every department shows no material weakness

(3)No material weakness found in internal audit control proposals

In summary, company’s internal control regulations are effective, therefore published Management’s Reports on Internal control

2.Independent directors and supervisors have no objections and other opinions

3.The company declares the actual implementation of the annual internal audit and the "Statement of Internal Control System" to the competent authority within the time limit of the law

2019.05.02

2019 Q1 Internal Auditing Implementation Report

Auditing officer explains implementation results in present quarter to independent directors and supervisors; which no major irregularities happen

2019.07.31

2019 Q2 Internal Auditing Implementation Report

Auditing officer explains implementation results in present quarter to independent directors and supervisors; which no major irregularities happen

2019.11.07

2019 Q3 Internal Auditing Implementation Report

1.Auditing officer explain to independent directors and supervisors

After internal auditing for current quarter, there was found no major irregularities happen except one internal control recommendation. Re-check and improvement tracking have implemented on this recommendation after approximately three months.

2.Independent directors and supervisors have no objections and other opinions

2019.12.18

1.2020 Internal Audit List

2.Revised Internal Control System

3.2020 Internal Audit Plan

1.Auditing officer explain to independent directors and supervisors

(1)Internal auditing list, education, past experiences, and training match the qualifications of statutory internal auditor.

(2)Auditing area, focus, frequency, and human resource structure are based on the results of risk assessment, to set up internal auditing plan next year

2.Independent directors and supervisors have no objections and other opinions

3.The company will declare the internal audit list and internal audit plan to the competent authority within the time limit of the law

 

Summary on previous communications among independent directors, supervisors and independent auditors:

1.Besides regular meetings, communications can be through phone calls, e-mails and in person if necessary during the time.

2.Company independent directors, supervisors and independent auditors show well communication.

3.Main communication matters in present year:

Date

Communication Focus

Implementation Process

2019.03.06

1.2018 Review of Consolidated/ Unconsolidated Report and Report on Internal Supervising Situation

2.Verify key audit matters communications in the Audit Report

3.Influence of recent major laws and regulations, also applicable explanation and communication on new announcements

 

1.Accountants attend in Board of Directors

(1)Explain the audit on financial statements examination and internal control status of present year, discuss and communicate

(2)Discuss key audit matters with Directors and Supervisors

(3)Explain the Influence of recent major laws and regulations, also applicable explanation and to the Directors and Supervisors

2.The Board passed the Annual Financial Report

3.Independent directors and supervisors have no objections and other opinions

4.Company declare the Annual Financial Report to the competent authority within the time limit of the law

2019.07.31

1.2019 Q2 Review of Consolidated Report and Report on Internal Supervising Situation

2.Influence of recent major laws and regulations, also applicable explanation and communication on new announcements

1.Accountants attend in Board of Directors

(1)Explain the review on financial statements examination and internal control status, discuss and communicate director’s concerns

(2)Explain the Influence of recent major laws and regulations, also applicable explanation and to the Directors and Supervisors

2.Independent directors and supervisors have no objections and other opinions

3.Company declare the Annual Financial Report to the competent authority within the time limit of the law