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: 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: CHENG,YUAN-CHENG

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

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 Diversity Policy and Implementation

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Job Title
Chairman
Director
Director
Director
Director
Independent Director
Name
Lin Man-Li
Hsieh, Kuo-Tong
Wang Ying-Chih
Li Yi-Chuan
Hsu Yung- Chang
Wen Yuan Lin
Huang Ming- You
Chou Tsang- Hsien
Chen Chun- Chi
Gender
Female
Male
Female
Male
Male
Male
Male
Male
Male
Nationality
Republic of China
Republic of China
Republic of China
Republic of China
Republic of China
Republic of China
Republic of China
Republic of China
Republic of China
Age
71~75
51~55
51~55
40~45
40~45
71~75
66~70
46~50
46~50
Employee of the Company
V
V
V
V
Expertise
Business
V
V
V
V
V
V
V
V
V
Finance / Accounting
V
Law
V
Competence and Experience required by company
V
V
V
V
V
V
V
V
V
Competence and Experience
Operational Judgement
V
V
V
V
V
V
V
V
V
Accounting and Financial Analysis Skills
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
International Market Observations
V
V
V
V
V
V
V
V
V
Leadership
V
V
V
V
V
V
V
V
V
Decision-Making Ability
V
V
V
V
V
V
V
V
V

Major Resolutions of the Board of Directors

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For more details, please refer to Market Obeservation Post System (Stock Code: 1432)

Operational Overview: 2022–2025

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.

Board Performance Evaluation

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titleFile 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

External 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.

Overall Evaluation:

  1. 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.

  2. 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.

  3. 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.

Recommendations:

  1. 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.

  2. 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.

  3. 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.

title File download
Board Performance Evaluation Report by TCGA

Improvement Action Plan:

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

  1. 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.

  1. 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.

  1. 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.

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

Acting Spokesperson
Equity Manager / Kelly Lo

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

Reporting and Complaint Mailbox

Email: auditcommittee@trkmall.com.tw

  • +886 4-3611-8888

  • +886 4-3611-6688

  • trk04690983@gmail.com

© 2023 Taroko US Corporation (TRK Corporation)。All Rights Reserved

  • +886 4-3611-8888

  • +886 4-3611-6688

  • trk04690983@gmail.com

© 2023 Taroko US Corporation(TRK Corporation) All Rights Reserved

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