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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:

 
  1. The company's operational plan.
  2. Annual financial reports and the second-quarter financial reports subject to audit verification by an accountant.
  3. 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.
  4. 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.
  5. Raise, issue, or privately place equity-related securities.
  6. The appointment or dismissal of financial, accounting, or internal audit executives.
  7. 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.
  8. 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.

Board Management Goals and Practices

 
Management Goals and Implementation Implementation status in 2024 Improved relative to the previous term or the previous year
The independent directors account for half of all directors Four seats of independent directors, accounting for 1/2 of all directors An additional independent director has been appointed compared to the previous term, and one independent external advisor, who is not a board member, has been appointed to the Compensation Committee and the Sustainability Development Committee, respectively.
At least one seat on the board of directors shall be allocated to a director of a different gender Consists of three female directors and four male directors Two additional female directors have been added compared to the previous term
The seats of directors concurrently serving as employees shall not exceed one-third of all directors One, accounting for 1/7 of all directors Due to operational needs, the Chairwoman will continue to concurrently serve as the company's General Manager
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 Maintain
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 The board members' training situation (average of 12.5 hours) exceeds regulatory requirements, with a diverse range of courses and topics covered
 



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.

Bachelor Degree in Merchant Marine, National Taiwan Ocean University
  • President, Shih Wei Navigation Co., Ltd.
  • Director, CR Classification Society
  • Director, The Britannia Steam Ship Insurance Association Europe
  • Member, Bureau Veritas Asia & Australia Committee Meeting 
  • ClassNK Member of Taiwan Committee
Director Lan, Shin-Ying
*Former Name: Lan, Pei-Ching
 (Representative 
of Luo Pan Investment Corp.)
 
Female Department of Business Administration/
Finance, University of Illinois Urbana-Champaign

EMBA in International

Business Management, National Taiwan University
  • Chairwoman & CEO, Dancewoods Hotels and Resorts Co., LTD
  • The 5th Board of Directors, Taiwan Listed Companies Association
Director Kuo, Cheng-Yu Male Executive Assistant to President, Triad Marine Corp.

Director, Biggin Shipping Corp.

Master Degree in Finance and Marketing, University of Rochester, New York
  • Director,, Sales & Marketing Department, China Television Company
Independent Director Chang, Tsang-Yao Male Director of Ph. D Feng Chia University Master Program in Finance

Department of economics phD in Utah State University
  • Director of Ph. D Feng Chia University Master Program in Finance
  • Department of economics phD in Utah State University
Independent Director Ding, Yun-Kai Male Senior Consultant,
Ding & Ding Law Offices

LL.M., School of Law, Soochow University
  • Senior Consultant,
    Ding & Ding Law Offices
  • LL.M., School of Law, Soochow University
Independent Director Chou, Chen-Shing Male Department of Metallurgy, National Taipei Institute of Industrial Technology

Director, VP of Sumitimo Corp. Taiwan.
  • Executive Director,Jubilee Education Foundation
Independent Director Shann, Shu-Jiun Female Department of Finance, Baruch College, The City University of New York

EMBA in Finance, National Taiwan University
  • CFO, Hoteck INC.
  • Supervisor, Inc Xinxiyue Co., Ltd. 
  • Supervisor , Topco Engineering Co., Ltd.
  • Independent Director, Danen Technology Corporation
  • Director, Earendel Capital limited company 
  • Chairwoman, Junzanxin Investment Co., Ltd.

 

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: 12
Director attendance as shown in the following table( Data statistics to December 31, 2024):

Types of Nominee Name Actual / Expected
Attendance Count
Frequency of
Proxy Attendance Count
Actual
Attendance Ratio
Remark
Chairwoman Lan, Shin-Chyi 12/12 0 100
Director Lan, Shin-Ying
*Former Name: Lan, Pei-Ching
 (Representative 
of Luo Pan Investment Corp.)
10/12 2 83
Director Kuo, Cheng-Yu 11/12 1 92
Independent
Director
Chang, Tsang-Yao 12/12 0 100
Independent
Director
Ding, Yun-Kai 12/12 0 100
Independent
Director
Chou, Chen-Shing 12/12 0 100
Independent
Director
Shann, Shu-Jiun 11/12 1 92
  
  • 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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The operations of the previous Board of Directors.

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Summary for the Minutes of the 2024 Board Meeting

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Summary for the Minutes of the 2023 Board Meeting

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Summary for the Minutes of the 2022 Board Meeting

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2024 Training Status for Board Directors

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2023 Training Status for Board Directors

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2022 Training Status for Board Directors

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2021 Training Status for Board Directors

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2020 Training Status for Board Directors

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