The Responsibilities of the Board of Directors
According to Article 12 of our company's board meeting regulations, the following matters should be discussed by the board of directors:
- The company's operational plan.
- Annual financial reports and the second-quarter financial reports subject to audit verification by an accountant.
- The establishment or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act, as well as the assessment of the effectiveness of the internal control system.
- Procedures for significant financial transactions, such as acquiring or disposing of assets, engaging in derivative commodity trading, lending funds to others, endorsing for others, or providing guarantees, as stipulated in Article 36-1 of the Securities and Exchange Act.
- Raise, issue, or privately place equity-related securities.
- The appointment or dismissal of financial, accounting, or internal audit executives.
- Donations to related parties or significant donations to unrelated parties. However, donations of a charitable nature for emergency relief due to major natural disasters may be retroactively approved at the next board meeting.
- Matters specified in Article 14-3 of the Securities and Exchange Act, other matters required to be resolved by the shareholders' meeting or the board of directors according to laws or regulations, or significant matters as specified by the competent authority.
Diversity of the Board of Directors
Diversity Policy
Our company advocates and respects a diversity policy for the board of directors. To strengthen corporate governance and promote the healthy development of the board's composition and structure, we believe that a diversity policy contributes to enhancing the overall performance of the company.
The Company advocates and respects the Board’s diversity policies in order to strengthen corporate governance and promote the sound development of the composition and structure of the Board of Directors. We believe that the diversity approach will help to enhance the Company’s overall performance.
Board members are selected on the basis of merit and have diverse and complementary abilities across industry sectors, including basic composition (e.g., age, gender, nationality, etc.), their individual industry experience and relevant skills (e.g., shipping, insurance, accounting, legal, finance, and corporate governance, etc.), as well as business judgment, operational management, leadership, and crisis management.
The present board of directors in our company comprises seven members, including four independent directors. The company places a significant emphasis on gender diversity within the board composition, with male directors currently constituting 57% (4 members) and female directors accounting for 43% (3 members).
In order for the Board of Directors to accomplish the preferred governance goals of the Company, Article 20 of the Company’s Corporate Governance Code stipulates that the Board of Directors shall generally be equipped with the following capabilities:
1. Operational judgment, 2. Ability to perform accounting and financial analysis, 3. Management ability, 4. Crisis handling capabilities, 5. Industrial knowledge, 6. International market perspective, 7. Leadership skills, 8. Decision-making skills.
The diversity orientation, complementarity and achievements of the directors as revealed in the table below and in accordance with the standards set forth in Article 20 of the Company's Corporate Governance Code; In the future, we will continue to revise our diversity policy in accordance with the operation and business models and development needs of the Board of Directors, including but not limited to the criteria of basic requirements and values, professional knowledge and skills, etc., to ensure that board members shall be equipped with knowledge, skills, and attainments generally required for performing their tasks.
Specific Management Objectives
Management Goals and Implementation | Implementation status | Attainment Status |
---|---|---|
The independent directors account for half of all directors | There are four independent directors, accounting for 1/2 of all directors | Attained |
At least one seat of female director | Three of them are female directors, constituting one-seventh of the total | Attained |
The seats of directors concurrently serving as employees shall not exceed one-third of all directors | One, accounting for 1/7 of all directors | Attained |
The term of office of independent directors does not exceed three terms | The tenure of the independent directors of this session is below 3 years | Attained |
All members of the board have the knowledge, skills, and expertise to perform their duties | All directors meet the criteria of having professional knowledge and skills (as shown in the following table) | Attained |
The Implementation Status of the Board Diversity Policy is as follows
Independence of Directors
The current board members are all compliant with the regulations stipulated in Item 3 and Item 4 of Article 26-3 of the Securities and Exchange Act. All the board members (including the 4 independent directors) do not exist a spousal relationship or a familial relationship within the second degree of kinship.
All the independent directors meet the positive and passive qualifications and independence stipulated in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
In addition to the compliance with the above-mentioned laws and regulations, the proportion of the independent directors accounts for 57.14% of all the 7 seats of directors, reflecting the independence of the board of directors of the Company.
Board Members
Types of Nominee | Name | Gender | Major Education & Experience | Major Current Positions |
---|---|---|---|---|
Director | Lan, Shin-Chyi (Representative Of Luo Pan Investment Corp.) |
Female | President, Oceanlance Maritime Co., Ltd. Vice President, Shih Wei Navigation Co., Ltd. Bidsted & Co.A/S Department of Merchant Bachelor Degree in Merchant Marine, National Taiwan Ocean University |
|
Director | Lan, Pei-Ching (Representative of Luo Pan Investment Corp.) | Female | Senior Manager, Finance Department, Shih Wei Navigation Co., Ltd. EMBA of National Taiwan University, TaiwanMaster Degree in Finance and Business Administration University of Illinois, Urbana-Champaign |
|
Director | Kuo, Cheng-Yu | Male | Director, Biggin Shipping Corp Executive Assistant to President, Triad Marine Corp. Master Degree in Finance and Marketing, University of Rochester, New York |
|
Independent Director | Chang, Tsang-Yao | Male | Director of Ph. D Feng Chia University Master Program in Finance Ph. D in economics, Utah State University |
|
Independent Director | Ding, Yun-Kai | Male | Senior Consultant, Ding & Ding Law Offices Master Degree in Laws, Soochow University, School Of Law |
|
Independent Director | Chou, Chen-Shing | Male | Director & Vice President, Sumitomo Corporation Taiwan Ltd. Associate Degree in Mining and Metallurgical Engineering, Provincial Taipei Institute of Technology |
|
Independent Director | Shann, Shu-Jiun | Female | Director of UOB Asset Management Ltd. Executive Assistant to Chairman/ Deputy Spokesperson, PharmaDax Inc EMBA of National Taiwan University, Taiwan Master Degree in Finance, Baruch College, The City University of New York |
|
Board Attendance Status
The attendance of the board of directors during the current term is as follows:
Current Board Term: June 28, 2023, to June 27, 2026.
Meetings held to date: 4
Director attendance as shown in the following table( Data statistics to Dec 31, 2023):
Types of Nominee | Name | Actual / Expected Attendance Count |
Frequency of Proxy Attendance Count |
Actual Attendance Ratio |
Remark |
---|---|---|---|---|---|
Chairwoman | Lan, Shin-Chyi | 4/4 | 0 | 100 | |
Director | Lan, Pei-Ching | 4/4 | 0 | 100 | |
Director | Kuo, Cheng-Yu | 3/4 | 1 | 75 | |
Independent Director |
Chang, Tsang-Yao | 4/4 | 0 | 100 | |
Independent Director |
Ding, Yun-Kai | 4/4 | 0 | 100 | |
Independent Director |
Chou, Chen-Shing | 4/4 | 0 | 100 | |
Independent Director |
Shann, Shu-Jiun | 4/4 | 0 | 100 |
The previous board of directors' term was from June 24, 2020, to June 23, 2023, totaling 22 meetings. The attendance of directors is as follows (data recorded up to May 31, 2023).
Types of Nominee | Name | Actual / Expected Attendance Count |
Frequency of Proxy Attendance Count |
Actual Attendance Ratio |
Remark |
---|---|---|---|---|---|
Chairwoman | Lan, Shin-Chyi | 20/20 | 0 | 100 | Term Expires |
Chairman | Lan, Jiun-Der | 1/2 | 1 | 50 | Term Expires |
Director | Kuo, Cheng-Yu | 21/22 | 1 | 95 | Term Expires |
Director | Chen, Huo-Tsai | 21/22 | 1 | 95 | Term Expires |
Independent Director |
Lin, Po-Ging | 21/22 | 1 | 95 | Term Expires |
Independent Director |
Chang, Lu-Chang | 22/22 | 0 | 100 | Term Expires |
Independent Director |
Chen, Po-Chung | 21/22 | 1 | 95 | Term Expires |
- Note: The operation of our company's board of directors is reported in accordance with the law and regularly disclosed on the Taiwan Stock Exchange's Public Information Observation System.
Files List
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Summary of the 2023 Board Meeting Minutes
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Summary of the 2022 Board Meeting Minutes
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Director Continuing Education of 2023
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Director Continuing Education of 2022
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Director Continuing Education of 2021
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Director Continuing Education of 2020
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