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Home / Governance / Board of Directors / Members
Since March 2022, the election of all directors of the Company has adopted a candidate nomination system; According to the Company’s Code of Practice on Corporate Governance, the structure of the board of directors should determine the appropriate number of directors of 9 or more in light of the scale of the company’s business development and the shareholding of its major shareholders, taking into account the practical operational needs.
There are 9 directors in total, and the term of office is from May 26, 2025 to May 25, 2028.
Date of election (Inauguration) |
Term | Academic (Experienced) |
Position |
---|---|---|---|
2025/05/26 | to 2028/05/25 | Shih Chien School of Home Economics Chairman of KYCC |
Chairman of the Company Chairman of Lu Hsin Co., Ltd. Director of San-sheng Co., Ltd. Chairman of Sangong Lease Co., Ltd. Chairman of Sangong International Co., Ltd. Chairman of Sangong Co., Ltd. Chairman of Gongcheng Co., Ltd. Chairman of Hsiehlin Co., Ltd. Chairman of G-RUN CORPORATION Chairman of TAROKO ARCHITECTURE CO., Ltd. Chairman of Taroko Entertainment Co., Ltd. Chairman of Hualien Media International Co., Ltd Director of He Chen Development Co.,Ltd. Director of Ya Chen Development Co.,Ltd. |
Date of election (Inauguration) |
Term | Academic (Experienced) |
Position |
---|---|---|---|
2025/05/26 | to 2028/05/25 | Gakushuin University | President of the Company Representative of the corporate director of the Company Chairman of HANEGI CO., LTD. Chairman of LA TRINITE NATURELLE CORP. Supervisor of TAROKO ARCHITECTURE CO., Ltd. |
Date of election (Inauguration) |
Term | Academic (Experienced) |
Position |
---|---|---|---|
2025/05/26 | to 2028/05/25 | Graduate Institute of Industrial Education, National Taiwan Normal University | Vice Principal, Keelung Er Xin High School |
Date of election (Inauguration) | Term | Academic(Experienced) | Position |
---|---|---|---|
2025/05/26 | to 2028/05/25 | National Chung Cheng University Vice President of CHANG SHIN CONSTRUCTION & DEVELOPMENT CO., LTD. Vice President of CHANG SHIN CONSTRUCTION & DEVELOPMENT CO., LTD. |
Representative of the corporate director of the Company President of CHANG SHIN CONSTRUCTION & DEVELOPMENT CO., LTD. Executive Director of CHANG SHIN CONSTRUCTION & DEVELOPMENT CO., LTD. Chairman, Sheng Yu Construction Co., Ltd. Director, Chang Shin Construction & Development Co., Ltd. Director, Tongqingxin Creative Investment Co., Ltd. Director, Ying Feng Capital Co., Ltd. Director, Vision Creative Co., Ltd. Director, Drilling Yi Industrial Co., Ltd. Representative Director, Lu Hsin Co., Ltd. |
,
Date of election (Inauguration) | Term | Academic(Experienced) | Position |
---|---|---|---|
2025/05/26 | to 2028/05/25 | Department of Accounting, National Taiwan University | Deputy General Manager of the Finance Department of Sanlih Television Co., Ltd. |
Date of election (Inauguration) |
Term | Academic (Experienced) |
Position |
---|---|---|---|
2025/05/26 | to 2028/05/25 | School of Management, National Sports University Master of Major League Baseball, Secretary General of Major League Baseball Fu Bang Tiangjiang, Director of Professional Baseball Team |
Association Chairman of Zhongliu Cultural and Economic Association |
Date of election (Inauguration) |
Term | Academic (Experienced) |
Position |
---|---|---|---|
2025/05/26 | to 2028/05/25 | Jilin University, Ph.D., Taipei University, Master of Law, Vice Chairman of the Commercial Regulation Committee of Commerce of the Republic of China, |
Associate, LCC Partners Law Office Associate, TransAsia Lawyers Chief Legal Officer, K LASER Group General Manager, Glory Group Medical Co., Ltd. |
Date of election (Inauguration) |
Term | Academic (Experienced) |
Position |
---|---|---|---|
2025/05/26 | to 2028/05/25 | Department of Law, National Taiwan University | Director of Taifeng Investment Co., Ltd. Director of Taipei City University of Science and Technology |
Date of election (Inauguration) |
Term | Academic (Experienced) |
Position |
---|---|---|---|
2025/05/26 | to 2028/05/25 | Master of Business Administration, National Chengchi University Director, Deputy General Manager and Spokesperson, Taroko Fiber Co., Ltd. Director, Taroko Construction Co., Ltd. Deputy General Manager, Alexander Construction Co., Ltd. National Taiwan University Refined Advanced Management and Practice Workshop China Productivity Center Management Consultant Class |
Mengya Enterprise Management Consulting Co., Ltd. Senior Consultant |
Home / Governance / Board /Board Members’ Professional Expertise, Independence, and Diversity Policy
The Company has established a “Director Selection Procedure” and adopted a “Candidate Nomination System” to ensure that the nomination and appointment of all Directors are conducted in an open and impartial manner. This process complies with the Company’s Articles of Incorporation, the “Regulations Governing Election of Directors,” the “Corporate Governance Best Practice Principles,” the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies,” and Article 14-2 of the Securities and Exchange Act.
All director candidates must undergo a nomination and qualification review, be approved by the Board of Directors, and be formally elected at the Shareholders’ Meeting.
In accordance with Article 20, Paragraph 3 of the Company’s “Corporate Governance Best Practice Principles,” members of the Board of Directors shall generally possess the knowledge, skills, and character necessary for the performance of their duties. To achieve the Company’s corporate governance objectives, the Board as a whole should possess the following core competencies:
NAME | Title | Professional qualifications and experience | Please see the biographies of the board members | Number of other public companies where the individual serves as an independent director concurrently | ||
---|---|---|---|---|---|---|
Lin Man-Li | Chairman Representative of the corporate director | Please see the biographies of the board members | The directors are not related by marriage or within the second degree of kinship. | N/A | ||
Wang Ying-Chih |
| Please see the biographies of the board members | The directors are not related by marriage or within the second degree of kinship. | N/A | ||
CHENG,YUAN-CHENG |
| Please see the biographies of the board members | The directors are not related by marriage or within the second degree of kinship. | N/A | ||
Hsu Yung-Chang |
| Please see the biographies of the board members | The directors are not related by marriage or within the second degree of kinship. | N/A | ||
LIN, YI-NAN | Director | Please see the biographies of the board members | The directors are not related by marriage or within the second degree of kinship. | N/A | ||
Chen Chun-Chi | Independent Director | Please see the biographies of the board members |
| 0 | ||
Chou Tsang-Hsien | Independent Director | Please see the biographies of the board members |
| 0 | ||
WANG LIN-HUI | Independent Director | Please see the biographies of the board members |
| 0 | ||
CHEN YANG LIN | Independent Director | Please see the biographies of the board members |
| 0 |
Note 1: A person who is under any of the following circumstances shall not act as a managerial personnel of a company. If he has been appointed as such, he shall certainly be discharged:
Note 2:
(1) An employee of the company or any of its affiliates.
(2) A director or supervisor of the company or any of its affiliates.
(3) Director, spouse, minor child thereof, or other natural person shareholders who hold more than 1% of the total issued shares of the Company by nominee arrangement or with top ten ownership.
(4) The manager listed in (1) or the spouse, relatives within the second degree of kinship or direct blood relative within the third degree of kinship of the person listed in (2) and (3).
(5) A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director of the company under Article 27 of the Company Act.
(6) A majority of the company’s director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company.
(7) The chairperson, president, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor), supervisor, or employee of that other company or institution.
(8) A director, supervisor, executive officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company.
(9) A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof. However, this does not apply to those who serve as members of the Company’s Remuneration Committee.
To strengthen corporate governance and promote the sound development of the composition and structure of the Board of Directors, the Company has incorporated a “Board Diversity Policy” under Article 20, Paragraph 2 of its “Corporate Governance Best Practice Principles.” This policy stipulates that the composition of the Board should be determined based on the Company’s operations, business model, and developmental needs, with appropriate diversity strategies in place. It encourages the evaluation of multiple dimensions of diversity, including but not limited to fundamental composition (such as gender and age), as well as professional knowledge and skills.
The Company has set a target for Board gender diversity, aiming for at least one-third (33%) of Board seats to be held by members of each gender.
The Company places great emphasis on Board diversity and selects Directors with the necessary knowledge, expertise, and character to fulfill their duties. Moving forward, the Company will continue to promote gender equality and actively increase the proportion of female Directors to achieve its diversity goals.
The current Board of Directors is composed of nine members, each possessing professional experience required for listed companies in areas such as business and corporate management, law, finance, accounting, and core business operations. All directors demonstrate strong leadership, decision-making skills, crisis management capabilities, and a broad international market perspective.
Among the four Independent Directors:
Mr. Chen Chun-Chi previously served as Secretary-General of the Chinese Professional Baseball League and Director of the Fubon Guardians Baseball Team.
Mr. Chou Tsang-Hsien is a partner at Yuan-Heng Law Firm in Taiwan and Quan-Ya Law Firm in Shanghai.
Ms. WANG LIN-HUI serves as a Board Member of Taipei City University of Science and Technology.
Mr. CHEN YANG LIN is a Senior Consultant at Alliance Management Consulting Corporation.
Among the Non-Independent Directors:
Mr. LIN, YI-NAN specializes in finance and accounting and is the Deputy General Manager of the Finance Department at Sanlih E-Television Co., Ltd.
Ms. Lin Man-Li, Ms. Wang Ying-Chih, Mr. Cheng Yuan-Cheng, and Mr. Hsu Yung-Chang all have extensive experience in senior management positions, and possess expertise in business operations, industry knowledge, and strategic decision-making.
WANG LIN-HUI | CHEN YANG LIN | |||||||||
ROC | ROC | ROC | ROC | ROC | ROC | ROC | ||||
N/A | N/A | N/A | ||||||||
V | ||||||||||
V | V | |||||||||
V | ||||||||||
Home / Governance / Board of Directors / Major Resolutions of the Board of Directors
For more details, please refer to Market Obeservation Post System (Stock Code: 1432)
Operational Status in 2022
Operational Status in 2023
Operational Status in 2024
Operational Status in 2025
15th Term: June 1, 2022 – May 31, 2025
16th Term: May 26, 2025 – May 25, 2028
date of the meeting | Brief | Summary of the otion |
---|---|---|
2025/01/15 | 1 2 3 4 |
The Company is renewing the short-term financing loan agreement of NT$ 50 million with Taishin Bank / Jianbei Branch. The Company intends to make endorsement and guarantee for subsidiary Taroko Entertainment Co., Ltd. for NT$30 million . The Company’s outline of the business plan and financial budget for 2025. Determine the time, venue, and agenda of the 2025 annual general shareholders' meeting. |
2025/03/11 | 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 |
The Company and Sunny Bank/Shuang Ho Branch’s renewal of contract for the NT$140 million short-term loan. The Company and Taiwan Cooperative Bank/Songxing Branch renewed the contract for the NT$50 million short-term loan. The Company's endorsement and guarantee for subsidiary Lu-Hsin Co., Ltd. for NT$25 million. Ratification of the Appointment of the Company's Managers. The Company's proposed adjustment to the capital increase plan for its U.S. subsidiary, Taroko US Corporation. The proposal of the Company to issue common shares for cash capital increase through private placement was approved by the resolution of the 2024 shareholders' meeting. The Company's 2024 Financial Statements, Consolidated Financial Statements and Business Report, are submitted for review. Adoption of the Proposal for 2024 Deficit Compensation. Amendments to the Company's Articles of Incorporation. Evaluation on the independence and competence of the CPAs of the Company. The reappointment of the attesting CPA of the Company's 2024 financial statements. 2024 Statement of the Internal Control System. The Company’s election of 9 directors (including 4 independent directors). List of nominations of directors by the Board of Directors Review of the list of nominations of directors. Lifting the non-competition restrictions on the newly elected directors of the Company. Matters related to the 2025 shareholders' meeting and shareholder proposals and nomination of director candidates. |
2025/04/11 | 1 2 3 4 |
The Company plans to enter into a medium-to-long term credit facility with Sunny Bank / Shuanghe Branch in the amount of NT$33,000,000. Ratification of the appointment of the Company's managerial officer. Deliberation on the proposal for distribution of employee compensation and directors’ remuneration for fiscal year 2024. Ratification of the remuneration for the Company's managerial officer. |
2025/05/13 | 1 2 3 |
The Company’s renewal of short-term financing facilities with Chang Hwa Bank / Jiancheng Branch and Entie Commercial Bank. Ratification of the appointment of the Company's managerial officer. Review of the Company’s consolidated financial statements for the first quarter of 2025. |
2025/05/26 | 1 2 3 4 |
Election of the Chairman of the Board of Directors. Appointment of members of the Audit Committee. Appointment of members of the Remuneration Committee. Appointment of members of the Sustainability Development Committee |
2025/06/09 | 1 2 3 |
Proposal for the Company to provide intercompany loan to subsidiary, Lushin Co., Ltd. Proposal for the Company to acquire the operating assets and liabilities of the ganbanyoku (hot stone spa) business from its wholly owned subsidiary, TAROKO ENTERTAINMENT CO. LTD. Proposal for the Company to invest in the establishment of a subsidiary in Guam. |
2025/06/19 | 1 2 3 |
Proposal for the Company to provide a loan of NT$15,000,000 to related party Yachen International Development Co., Ltd. Proposal for the pre-approval of non-assurance services to be provided by the certifying CPA, their firm, and its affiliates to the Company and its subsidiaries. Proposal for the Company to enter into a terms agreement for the disposal of shopping mall operating rights. |
2025/08/08 | 1 2 3 4 5 |
The Company has renewed short-term loan agreements with Sunny Bank, Shuanghe Branch, and Shin Kong Bank, Neihu Branch. Review of the Company’s Consolidated Financial Statements for the Second Quarter of 2025 The Company's 2024 Sustainability Report is submitted for discussion. Review of the Company's “Performance Evaluation and Compensation Management Guidelines for Directors and Managers” is submitted for discussion. The appointment of the Company’s managerial officer is submitted for ratification. |
Home / Governance / Board of Directors / Board Performance Evaluation
The Company commissioned the Taiwan Corporate Governance Association (TCGA) to conduct an external evaluation of the Board’s performance. The evaluation period covered December 1, 2022, to November 30, 2023.
This evaluation was conducted based on eight key dimensions, including:
Board Composition
Board Guidance
Board Empowerment
Board Oversight
Board Communication
Internal Control and Risk Management
Board Self-Discipline
Other aspects such as Board meetings and support systems
A structured evaluation questionnaire was designed in accordance with these dimensions to assess the effectiveness of the Company’s board governance. The evaluation was conducted through a combination of questionnaires and on-site interviews.
The Taiwan Corporate Governance Association issued the Board Performance Evaluation Report on January 29, 2024. The association maintains independence from the Company and has no business relationship with it.
The Company has taken the improvement recommendations provided in the report as a reference for the ongoing enhancement of Board functions. These recommendations were reported to the Board of Directors on February 5, 2024.
The Chairman of the Board demonstrates respect for the professional expertise of directors and seeks the opinions of independent directors in advance of major issues or projects, ensuring thorough communication. Sufficient information is provided to the Board in advance of meetings, allowing for active discussion of agenda items. Board members have direct communication channels with the management team. Overall, the culture of Board meetings is well-established and constructive.
Among the nine members of the Board, four are independent directors, accounting for more than one-third of the Board. Two of the directors are female, reflecting both professional and gender diversity. Board members possess expertise and practical experience in fields such as business, finance, accounting, law, and industry, forming a skills composition that supports the Company’s operational growth and business development.
In November 2023, the Company established a Sustainability Development Committee under the Board. The committee is composed of two independent directors, two internal directors (who concurrently serve as President and Executive Vice President), and the Chief Advisor. Four working groups were formed under the committee: Environmental Protection, Social Responsibility, Corporate Governance, and Risk Management. The Risk Management group is responsible for enterprise-wide risk oversight, and the Company has established relevant risk management policies and procedures.
The Company has established a Remuneration Committee to assist the Board in supervising compensation and evaluation systems. It is recommended that the Company incorporate ESG objectives into the performance indicators for senior management and link these indicators to remuneration, to further advance the Company’s sustainability goals.
Although the Company has disclosed a Whistleblower and Complaint Mailbox under the “Integrity and Ethics” section of its official website, a robust whistleblower mechanism should prioritize direct communication with the Board of Directors, especially with independent directors. It is recommended that the Company establish a reporting channel that allows independent directors (or the Audit Committee) to receive reports simultaneously, thereby strengthening the whistleblower mechanism.
The Board has shown increasing focus on corporate governance evaluations. It is recommended that the Company further enhance the timeliness and accuracy of disclosures on its official website and in annual reports, in order to improve transparency and enable stakeholders to access key governance information. This would also contribute to improved corporate governance evaluation rankings.
In response to the recommendations, the Company has implemented the following concrete improvement measures:
Linking Compensation with Performance
To strengthen corporate governance and enhance the connection between performance evaluations and the compensation of directors and managerial officers—while ensuring transparency, reasonableness, and institutionalization—the Company established the “Regulations for Compensation and Performance Evaluation of Directors and Managerial Officers” on January 15, 2024.
Enhancement of the Whistleblower Mechanism
The Company has disclosed a “Whistleblower and Complaint Mailbox” on the “Ethical Corporate Management” section of its official website and has added a dedicated mailbox for the Audit Committee, thereby creating a reporting channel that allows the Audit Committee to receive reports simultaneously. This further strengthens the whistleblower mechanism.
Improving Timeliness and Accuracy of Website and Annual Report Disclosures to Enhance Governance Transparency
The Company will continue to optimize the information disclosure process on its website and in its annual report to ensure the timeliness and accuracy of disclosures and to enhance corporate governance transparency.
Home / Governance / Board of Directors / Succession Planning
Board Member Nomination and Diversity Policy
The nomination of the Company’s directors follows the procedures outlined in the Articles of Incorporation and adopts a candidate nomination system. In accordance with the “Corporate Governance Best Practice Principles” and the “Board Member Selection Procedures,” the composition of the Board shall consider diversity. The Company has formulated a diversity policy based on its operations, business model, and developmental needs, covering (but not limited to) two major dimensions: basic qualities and values, and professional knowledge and skills.
Board Structure
The Company’s Board structure is determined based on the scale of business operations and the shareholding structure of major shareholders, with due consideration of practical operational needs.
Ongoing Board Succession Planning
The Company is continuously developing a director candidate database based on the following criteria:
Possess integrity, accountability, innovation, and decision-making capabilities; align with the Company’s core values and have relevant professional knowledge and skills that benefit corporate management.
Have industry experience relevant to the Company’s line of business.
Be expected to contribute to the Board by enhancing its effectiveness, collaboration, diversity, and alignment with the Company’s strategic needs.
Ensure that the overall Board expertise includes areas such as corporate strategy and management, accounting and taxation, finance, and law.
The selection process for director candidates is conducted in accordance with qualification review procedures and relevant regulations to ensure timely identification and appointment of suitable new directors when vacancies arise or expansion is required.
Performance Evaluation as a Basis for Succession
The Company has established the “Board Performance Evaluation Regulations.” Through performance assessment criteria—including understanding of corporate goals and missions, recognition of responsibilities, participation in operations, internal communication, professional competencies and training, internal controls, and expression of concrete opinions—the Company evaluates the effectiveness of the Board’s operations and the performance of individual directors. These evaluation results serve as a reference for future director selection.
Spokesperson
General Counsel / HSU,CHUN-CHI
Acting Spokesperson
Equity Manager / Kelly Lo
Phone: 04-36118888#6661
Email: kelly.lo@trkmall.com.tw
Email: auditcommittee@trkmall.com.tw
+886 4-3611-8888
+886 4-3611-6688
trk04690983@gmail.com
+886 4-3611-8888
+886 4-3611-6688
trk04690983@gmail.com