The Taiflex Board of Directors is the Company's highest governing body. The Board is responsible for electing, nominating, and evaluating the performances of senior managers, and establishing the company's CSR, corporate citizenship, and sustainability strategies.
The Taiflex Board of Directors is composed of nine directors who are highly experienced in either operations or the industry. Three of them are independent directors. The Board holds at least one regular meeting every quarter.
Our Board of Directors is a devoted, clean , diverse competent, and independent unit. Under the leadership of Chairman Ta-Wen Sun, the Board is expected to fulfill the following responsibilities: supervise company conducts to ensure all operations are in accordance with related regulations, ensure financial transparency, disclose important information in time, and eliminate internal corruption. In order to enhance supervising functions and management mechanisms, the Taiflex Board of Directors has already established numerous organizations and mechanisms, such as the Compensation Committee, the Audit Committee, Sustainable Development Committee and internal audit. The Board also receives oral reports every quarter from the operation team on economic conditions, environmental protection, CSR (including risk and opportunity assessments, compliance with ethical standards, and personal integrity), etc.
Taiflex's management team maintains effective communications with the Board of Directors and also proposes corporate operating strategies to the Board for deliberation and evaluation of the validity of the strategies. The Board also constantly examines the progress of strategy execution and guides the management team to make adjustments accordingly to maximize profits for all shareholders.
The 8th term of directors of the Company expires on May 25, 2020. Pursuant to Article 195 of the Company Act, an election shall be held to elect new directors. In compliance with the Articles of Incorporation, the Company shall elect nine directors (including three independent directors) to serve a term of three years. Their tenure starts right after the shareholders’ meeting. The tenure of newly elected directors commences on May 28, 2020 and expires on May 27, 2023. Directors are eligible for re-election. In compliance with the Articles of Incorporation, the election of directors adopts the candidate nomination system.
The shareholders meeting approved the ninth nomination list as follows.
Title | Name | Academic Qualifications and Principal Work Experience | Positions Held Concurrently In the Company and/or Any Other Company |
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Chairman |
Qiao Mei Development Corporation Representative: Ta-Wen Sun |
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Director | Chein-Ming Hsu |
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Director | Ching-Yi Chang |
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Director | Re-Zhang Lin |
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Director | Chun-Chi Lin |
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Director | Fu-Le Lin |
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Independent Director | Wen-I Lo |
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Independent Director | Shi-Chern Yen |
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Independent Director | Yung-Shun Chuang (Note) |
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(Note): Elected in the by-election during the shareholders’ meeting on July 16, 2021.
The Company has three Independent Directors which account for one-third of the total number of Directors, thereby satisfying the regulatory requirements. Upon assessment, all Directors have met the independence criteria and circumstances set forth in Paragraphs 3 and 4, Article 26-3 of the Securities and Exchange Act do not exist, including situations where Directors are spouses or within second-degree of kinship to each other.
Candidates nomination system is adopted by Taiflex Scientific Co., Ltd. (“the Company”) for election of the Directors, including Independent Directors, of the Company, the adoption is expressly stipulated in the Article of Incorporation of the Company. The shareholders shall elect the Directors, including Independent Directors, from among the nominees listed in the roster of director candidates. In addition, the evaluation performances, in term of “Methods for Evaluating Board of Directors’ Performance” of the Company, of each Director shall be evaluated as a reference for the re-election nomination of individual Directors in the future.
To implement the diversification policy for the composition of the Board of Directors and meet operational needs at different developing stages, the Board of the Directors of the Company has developed and recruited talents equipped with industry experiences which cover banking, investment, information electronics and material science, and professional competences which include law, accounting and finance, operation management, risk management, etc. The Company has planned to enhance related diversified professional knowledge, skills and literacy for the Board members to perform their duties. The average hours of continuing education of each Directors was 6.22 hours and 6 hours in Year 2022 and Year 2023, respectively.
Major management succession plan of the Company is the Health of Organization (“HOO”) mechanism from McKinsey introduced by the Vice Chairman for the purpose of corporate sustainable development. In accordance with the essentials of the mechanism, the Company annually conducts related manpower check in nine dimensions of organizational health, formulate a Two-Level Down Agent and Successor System for election, and plan various training courses for candidates of successors to establish their personal development blueprint plans. For the purpose of reaching a consensus, the executive strategic meetings are held regularly to achieve annual goals.
In addition to annual executive strategic meetings and key industry trend seminars, the Company has also arranged training courses, including performance leadership,ESG related issues and intellectual property, etc. for major managerial officers. The courses have reached 158 attendances, totaling 638.02 training hours.
Mr. Zong-Han Jiang, Chief Executive Officer, joined the Company in May 2012 serving as vice president of electronic material business group, and succeeded as CEO of the Company on January 1st, 2021.