Corporate Governance

Corporate Governance

Introduction of Board Members

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Members of Board

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.

List of 16th Directors

There are 9 directors in total, and the term of office is from May 26, 2025 to May 25, 2028.

Director: Lin Man-Li

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.

Director: HSU CHUN CHI

Date of election
(Inauguration)
TermAcademic
(Experienced)
Position
2026/01/14to 2028/05/25Master of International Business, EMBA Program, National Taiwan University
Bachelor of Mechanical Engineering, Chinese Culture University
Vice Chairman of the Board
Chief Consultant of the Board
Legal Representative of the Board
Director of Dahan International Development Co., Ltd.
Chairman of Montina Co., Ltd.
Chairman of Jingtie Co., Ltd.
Director of Hengyue International Co., Ltd.
Director of Beijing Tongrentang Taifeng Co., Ltd.
Director of Lianxin International Sports Co., Ltd.

Director: Wang Ying-Chih

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.

Director: Hsu Yung- Chang

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.

Director: LIN, YI-NAN

,

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.

Independent Director: Chen Chun- Chi

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

Independent Director: Chou Tsang- Hsien

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.

Independent Director: WANG LIN-HUI

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

Independent Director: CHEN YANG LIN

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

Board Members’ Professional Expertise, Independence, and Diversity Policy

Home / Governance / Board /Board Members’ Professional Expertise, Independence, and Diversity Policy

Professional Expertise and Independence of Board Members

Disclosure of Professional Qualifications
The Company has established the “Procedures for Election of Directors” and adopted a candidate nomination system to ensure that the director election process is conducted in an open and fair manner. The process complies with relevant regulations, including the Company’s Articles of Incorporation, the Rules for 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 are subject to nomination and qualification review, followed by approval by the Board of Directors, and are then submitted to the shareholders’ meeting for election.

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 professional qualities necessary to perform their duties. To achieve the objectives of sound corporate governance, the Board as a whole shall possess the following core competencies:

  1. Operational judgment
  2. Accounting and financial analysis
  3. Business management
  4. Crisis management
  5. Industry knowledge
  6. Global market perspective
  7. Leadership
  8. Decision-making
  9.  
NAMETitleProfessional qualifications and experiencePlease see the biographies of the board membersNumber of other public companies where the individual serves as an independent director concurrently
Lin Man-LiChairman
Representative of the corporate director
Please see the biographies of the board membersThe directors are not related by marriage or within the second degree of kinship.N/A 
HSU CHUN CHIVice Chairman
Representative of the corporate director
Please see the biographies of the board membersThe directors are not related by marriage or within the second degree of kinship.N/A 
Wang Ying-ChihRepresentative of the corporate directorPlease see the biographies of the board membersThe directors are not related by marriage or within the second degree of kinship.N/A
Hsu Yung-ChangRepresentative of the corporate directorPlease see the biographies of the board membersThe directors are not related by marriage or within the second degree of kinship.N/A 
LIN, YI-NANDirectorPlease see the biographies of the board membersThe directors are not related by marriage or within the second degree of kinship.N/A 
Chen Chun-ChiIndependent DirectorPlease see the biographies of the board members
All independent directors meet the following conditions:
1. Meet the provisions set forth in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” (Note 2) promulgated by the Financial Supervisory Commission and Article 14-2 of the Securities and Exchange Act.

2. The independent director (or using the name of others), the spouse and minor children do not hold shares in the Company.
3. No remuneration received for providing business, legal, financial, accounting and other services to the Company or its affiliates in the last two years.

0
Chou Tsang-Hsien Independent DirectorPlease see the biographies of the board members
All independent directors meet the following conditions:
1. Meet the provisions set forth in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” (Note 2) promulgated by the Financial Supervisory Commission and Article 14-2 of the Securities and Exchange Act.

2. The independent director (or using the name of others), the spouse and minor children do not hold shares in the Company.
3. No remuneration received for providing business, legal, financial, accounting and other services to the Company or its affiliates in the last two years.

0
WANG LIN-HUI Independent DirectorPlease see the biographies of the board members
All independent directors meet the following conditions:
1. Meet the provisions set forth in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” (Note 2) promulgated by the Financial Supervisory Commission and Article 14-2 of the Securities and Exchange Act.

2. The independent director (or using the name of others), the spouse and minor children do not hold shares in the Company.
3. No remuneration received for providing business, legal, financial, accounting and other services to the Company or its affiliates in the last two years.

0
CHEN YANG LIN Independent DirectorPlease see the biographies of the board members
All independent directors meet the following conditions:
1. Meet the provisions set forth in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” (Note 2) promulgated by the Financial Supervisory Commission and Article 14-2 of the Securities and Exchange Act.

2. The independent director (or using the name of others), the spouse and minor children do not hold shares in the Company.
3. No remuneration received for providing business, legal, financial, accounting and other services to the Company or its affiliates in the last two years.

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:

  1. Having committed an offence as specified in the Statute for Prevention of Organizational Crimes and subsequently convicted of a crime, and has not started serving the sentence, has not completed serving the sentence, or five years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
  2. Having committed the offense in terms of fraud, breach of trust or misappropriation and subsequently convicted with imprisonment for a term of more than one year, and has not started serving the sentence, has not completed serving the sentence, or two years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
  3. Having committed the offense as specified in the Anti-corruption Act and subsequently convicted of a crime, and has not started serving the sentence, has not completed serving the sentence, or two years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
  4. Having been adjudicated bankrupt or adjudicated of the commencement of liquidation process by a court, and having not been reinstated to his rights and privileges;
  5. Having been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet;
  6. Having no or only limited disposing capacity.
  7. Having been adjudicated of the commencement of assistantship and such assistantship having not been revoked yet.

Note 2:

  1. Not the government, juridical person, or representative thereof elected as per Article 27 of the Companies Act.
  2. No more than three public companies where the individual serves as an independent director concurrently.
  3. There is no one of the following circumstances in the two years before the election and during the term of office:

(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.

Board Diversity Policy

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.

Implementation of Board Diversity

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. HSU CHUN CHI, 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.

Title
Chairman
Director
Director
Director
Director
 Independent Director
Name
Lin Man-Li
HSU CHUN CHI
Wang Ying-Chih
Hsu Yung-Chang
LIN, YI-NAN
Chou Tsang-Hsien
Chen Chun-Chi
WANG LIN-HUICHEN YANG LIN
Gender
Female
Male
Female
Male
Male
Male
Male
Female
Male
Nationality
ROC
ROC
ROCROCROCROCROCROCROC
Age
71~80
51~60
51~60
41~50
51~60
51~60
51~60
61~70
61~70
Term of Independent Director
N/A
N/A
N/AN/AN/A
3 to 6 years
3 to 6 years
Less than 3 years
Less than 3 years
Concurrent Position as Company Employee
V
V
V      
Professional Knowledge and Expertise
Business
V
V
V
V
V
V
V
V
V
Finance / Accounting
V V VVVV VV 
Legal
     V V 
Experience and Capabilities Required for Company Operations
V
V
V
V
V
V
V
V
V
Capabilities and Experience
Operational judgment
V
V
V
V
V
V
V
V
V
Accounting and financial analysis
V
V
V
V
V
V
V
V
V
Business management
V
V
V
V
V
V
V
V
V
Crisis management
V
V
V
V
V
V
V
V
V
Industry knowledge
V
V
V
V
V
V
V
V
V
Global market perspective
V
V
V
V
V
V
V
V
V
Leadership
V
V
V
V
V
V
V
V
V
Decision-making
V
V
V
V
V
V
V
V
V

Major Resolutions of the Board of Directors

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 Overview

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 meetingBriefSummary of the otion
2026/01/141
2
3
4
5
6
7
8
9
10
11
Proposal for the Company to change its registered business address.
Proposal for the ratification of the appointment of the Company’s managerial officer (Vice President).
Proposal for the ratification of the appointment of the Company’s managerial officer (Associate Vice President).
Proposal to ratify the promotion and remuneration adjustments of the Company’s appointed managerial officers.
Proposal for the election of the Company’s Vice Chairman.
Proposal for the renewal of the Company’s short-term financing loan facility of NT$50 million with Taishin International Bank, Jianbei Branch.
Proposal for the Company’s 2026 business plan summary and financial budget.
Proposal for the Company to participate in the cash capital increase of its subsidiary, TAROKO ARCHITECTURE CO.,Ltd.
Proposal to amend the Company’s “Sustainability Development Best Practice Principles.”
Proposal to appoint Mr. Wei-Hong Chen, Vice President of the Company, as a member of the Sustainability Development Committee.
Proposal to determine the date, venue, and agenda items for the Company’s 2026 Annual General Shareholders’ Meeting.
2026/03/111
2
3
4
5
6
7
8
9
10
11
12
13
Proposal for the renewal of the Company’s short-term financing loan facility of NT$140 million with Sunny Bank, Shuanghe Branch.
Proposal for the Company to provide a loan to its subsidiary, LU HSIN Co., Ltd.
Proposal to review the Company’s 2025 parent company only financial statements, consolidated financial statements, and business report.
Proposal for the Company’s 2025 earnings distribution/deficit compensation statement.
Proposal for the Company’s 2025 earnings distribution plan.
Proposal for the evaluation of the independence and competence of the Company’s certified public accountants.
Proposal to change the certified public accountants for the Company’s financial statements starting from the first quarter of 2026.
Proposal for the reappointment of the certified public accountants for the Company’s 2026 financial statements.
Proposal for the Company’s 2025 Internal Control System Statement.
Proposal to release the Company’s directors from non-competition restrictions.
Proposal to determine the date, venue, and agenda items for the Company’s 2026 Annual General Shareholders’ Meeting.
Proposal to review the project-based performance bonuses for managerial officers related to the Company’s 2025 shopping mall operating rights transfer project.
Proposal to adjust the remuneration of the Company’s appointed managerial officers.
2026/04/081
2
3
Proposal for the allocation of employee compensation and directors’ remuneration for 2025.
Proposal for the renewal of the Company’s short-term financing loan facility of NT$50 million with Taiwan Cooperative Bank, Songxing Branch.
Proposal for the Company to provide a loan to its subsidiary, TAROKO US CORPORATION.
2026/05/131
2
3
4
5
Review of the Company's Consolidated Financial Statements for the First Quarter of 2026.
Renewal and increase of short-term financing facilities with the Jiancheng Branch of Chang Hwa Bank.
Proposed extension of a loan to the subsidiary, LU HSIN Co., Ltd.
Proposed extension of a loan to the subsidiary, TAROKO Co., Ltd. (Japan).
Proposed adjustment to the compensation of the Chairman and appointed managerial officers for deliberation.
   
   
   
   

Board Performance Evaluation

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To strengthen corporate governance, enhance the functions of the Board of Directors, and establish performance objectives to improve the operational efficiency of the Board, the Company adopted the Regulations Governing Board Performance Evaluation on May 11, 2021.

Internal Board performance evaluations are conducted annually. In addition, the Company shall engage an external professional and independent institution or a team of external experts and scholars to conduct Board performance evaluations at least once every three years, with the aim of continuously enhancing Board effectiveness and improving the quality of corporate governance.

title File download
Performance Evaluation of the Board of Directors and Its Members in 2022
Performance Evaluation of the Board of Directors and Its Members in 2023
Performance Evaluation of the Board of Directors and Its Members in 2024
Performance Evaluation of the Board of Directors and Its Members in 2025

External Board Performance Evaluation

Evaluation PeriodExternal Evaluation InstitutionEvaluation MethodsDate Submitted to the Board of DirectorsDownload
2022/12/01
~2023/11/30
Taiwan Corporate Governance Association (TCGA)The evaluation was conducted through document review, questionnaire surveys, and director interviews.2024/02/05
2024/12/01~
2025/11/30
Taiwan Institute of Ethical BusinessThe evaluation was conducted through document review, questionnaire surveys, and director interviews.2026/01/14

Overall Evaluation

Taiwan Corporate Governance Association (TCGA)

  1. The Chairman of the Company respects the professionalism of the directors and seeks the opinions of Independent Directors and engages in adequate communication in advance regarding important issues or projects. Sufficient information on all proposals is provided to directors prior to Board meetings. Board members actively participate in discussions on various issues and maintain direct communication channels with the management team. Overall, the Board demonstrates a sound meeting culture and effective governance practices.
  2. The Company’s Board of Directors consists of nine directors, including four Independent Directors (representing more than one-third of the Board), among whom two are female directors, reflecting diversity in both expertise and gender composition. The directors possess expertise and practical experience in business management, finance, accounting, law, and industry knowledge. Overall, the combination of directors’ competencies aligns with the Company’s operational development needs and contributes positively to business expansion.
  3. In November 2023, the Company established the Sustainability Development Committee under the Board of Directors. The Committee consists of two Independent Directors, two internal directors (serving concurrently as General Manager and Executive Vice President), and the Chief Consultant as committee members. The Committee has established working groups for Environmental Protection, Social Responsibility, Corporate Governance, and Risk Management. Among them, the Risk Management Working Group assists in implementing overall risk control mechanisms. The Company has established risk management policies and procedures accordingly.

Taiwan Institute of Ethical Business

  1. The evaluated company has a diverse Board composition with directors possessing solid professional backgrounds. Adequate pre-meeting preparation and effective real-time communication mechanisms during meetings enhance the quality and efficiency of decision-making, while fostering positive interaction and collaboration between the Board and the management team.
  2. The evaluated company has established comprehensive internal control and risk management systems. Through the Internal Audit Office and the Risk Management Working Group, audits and monitoring activities are systematically implemented and regularly reported to the Board of Directors, thereby strengthening the corporate governance framework and supporting sustainable business operations.
  3. The evaluated company has established a well-structured Sustainability Development Committee and actively promotes initiatives relating to environmental protection, social responsibility, and corporate governance. Through external consulting support and third-party verification, the Company demonstrates a strong commitment to ESG principles and their comprehensive implementation.
  4. The evaluated company places significant emphasis on talent retention and succession planning. The Board of Directors regularly discusses succession planning for key managerial personnel and overseas talent requirements to ensure that workforce planning aligns with the Company’s operational strategies. In addition, the evaluated company actively references international best practices and integrates characteristics of the sports industry to continuously optimize talent development programs, enhance employees’ professional capabilities and competitiveness, and safeguard the healthy development of the organization.

Recommendations

Taiwan Corporate Governance Association (TCGA)

  1. The Company has established a Compensation Committee to assist the Board of Directors in fulfilling its responsibilities for overseeing compensation and performance evaluation systems. It is recommended that the Company incorporate ESG objectives into the performance indicators of senior executives and link such indicators to compensation under its compensation policies, systems, standards, and performance evaluation metrics, thereby facilitating the achievement of the Company’s sustainable development goals.
  2. The Company has disclosed a “Whistleblowing and Complaint Mailbox” under the Integrity Management section of its corporate website. However, an effective whistleblowing mechanism places particular emphasis on direct communication with the Board of Directors, especially Independent Directors. It is recommended that the Company establish a reporting channel that may be simultaneously received by Independent Directors (or the Audit Committee) in order to further strengthen the whistleblowing mechanism.
  3. The Company’s Board of Directors has gradually placed greater emphasis on corporate governance evaluation. It is recommended that the Company strengthen the timeliness and accuracy of information disclosed on its corporate website and annual reports, enhance corporate governance transparency, facilitate stakeholders’ access to relevant information, and further improve its corporate governance evaluation performance.

Taiwan Institute of Ethical Business

1.Establish a Nomination Committee to strengthen board governance and enhance talent diversity.
2.Enhance the recording of directors’ statements in board meeting minutes.
3.Establish an integrated and dedicated risk management unit.
4.Develop a structured succession planning framework for professional talent.

Improvement Action Plan

In response to the recommendations, the Company has implemented and completed the following improvement measures:

1. Linking Compensation with Performance Evaluation

To strengthen corporate governance, enhance the linkage between performance evaluation and compensation for directors and managerial officers, and ensure transparency, fairness, and institutionalization, the Company established the “Regulations Governing Compensation and Performance Evaluation Management for Directors and Managerial Officers” on January 15, 2024.

2. Strengthening the Whistleblowing Mechanism

The Company has disclosed a “Whistleblowing and Complaint Mailbox” in the Integrity Management section of its corporate website and has additionally established an Audit Committee mailbox, enabling the Audit Committee to simultaneously receive reports through a dedicated reporting channel, thereby further strengthening the whistleblowing mechanism.

3. Enhancing the Timeliness and Accuracy of Information Disclosure on the Corporate Website and Annual Reports to Improve Corporate Governance Transparency

The Company will continue to optimize the information disclosure process for its corporate website and annual reports to ensure the timeliness and accuracy of disclosed information and further enhance corporate governance transparency.

Succession Planning for Board Members and Key Managerial Personnel

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Succession Planning for Board Members and Key Managerial Personnel

  • 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.

Corporate Governance Contact

Spokesperson
General Counsel / HSU,CHUN-CHI
Email: jerryhsu.trk@gmail.com

Acting Spokesperson
Stock Affairs Office Director / Kelly Lo

Phone: 04-36118888#6661
Email: kelly.lo@taroko.com

標題

Reporting and Complaint Mailbox

Email: auditcommittee@taroko.com