- Corporate Governance Organization Structure
- Corporate Regulations
- Governance and operations of the Company
- Ethical Corporate Management
- Letter to Shareholders
- Board of Directors
- Committees
- Internal Audit Organization and Operation
- Information security governance
- Risk Management
- Summary of Communications Between Independent Directors, Chi
- Intellectual property management
- Planning and functioning of board of directors and key manag
Board of Directors
Nomination and Appointment of Directors
The Articles of Incorporation authorize the Company to appoint 7 ~ 9 directors for three-year terms.
Directors of the current board were elected during the annual general meeting held on May 27, 2022. The directors’ profiles are shown in following table.
| Title | Name | Education/Experience |
|
Chairman
(Legal representative of Lucky Investment Co., Ltd.) |
Wen-Chang Huang |
Department of Business Administration, Oriental Institute of Technology Chairman, Pili International Multimedia Co., Ltd. |
|
Vice Chairman
|
liang-hsun Huang |
National Taiwan University, NTU-Fudan Program Department of Biochemical Technology, National Taiwan University General Manager, Pili International Multimedia Co., Ltd. |
|
Director
(Legal representative of Gamania digital entertainment Co., Ltd.) |
Liu, Po-Yuan
|
Department of Mechanical Engineering, Hwa Hsia University of Technology
Chairman and CEO of the Company Executive Manager of FULLJIHN Machinery
Chairman and CEO, Gamania digital entertainment Co., Ltd. |
Nomination and Appointment of Independent Directors
A nomination system has been adopted by the Company for the election of independent directors in accordance with Article 192-1 of the Company Act and Article 17 of the Company’s Articles of Incorporation.
Independent directors of the current board are subject to discussion and approval by the board of directors, and have been nominated by shareholders with 1% or higher shareholding between March 14 and March 24, 2022 in accordance with Article 192 of The Company Act. After the nomination period, the board held a meeting on March 28, 2022 to review the list of independent director candidates and shortlist those who met the eligibility criteria for election in an upcoming shareholder meeting.
An election was held during the shareholder meeting held on May 27, 2022 to vote on the list of independent director candidates, and the elected independent directors were Da-Bai Shen, Ming-Te Wu ,Chung-Ruei and ChenI-Cheng Liu
Diversity of board members
The Company has formulated “Corporate Governance Best Practice Principles” and “Regulations for Electing Directors of the Board and Supervisors.” It is stipulated that the composition of the board should be diversified and that qualifications and specialized knowledge and skills required of directors should be diverse, meeting the requirements of the Company in aspects ranging from operations, operation types to development needs. In the appointment of directors of the board, the Company considers not only their professional background but also whether they can form a diversified team. Among the 7 directors of the board, there are 4 independent directors and one female director. In terms of professional background, some specialize in cultural and creative fields, and some in management, strategy and economy. Some directors are experts on accounting and Chinese literature. The cultural and creative industries are in need of Chinese literature experts. With directors of the board having such diverse backgrounds and specialties, the Company can get opinions from them from different angles. It will help the Company improve its performance and management efficiency.
|
Name of candidate |
Education |
Experience |
Current employment |
|
Da-Bai Shen |
1. Ph.D in Economics, Tulane University 2. Master of Economics, National Taipei University |
1. Head of Center for Business Research and Development, Soochow University School of Commerce 2. Secretary of Taiwan Credit Rating Association 3. Risk Management Consultant of Taiwan Academy of Banking and Finance 4. Member of Financial Reporting Standards Committee, Accounting Research and Development Foundation of the R.O.C. 5. Consultant for Risk Management Committee, Taiwan Securities Association 6. Project Consultant for Financial Service Consortium and Credit Guarantee Fund, Small and Medium Enterprise Administration, Ministry of Economic Affairs 7. Consultant for Asian Bankers Association 8. Member of Disciplinary Committee, Taiwan Futures Exchange 9. Member of Listing Qualification Committee, Taipei Exchange 10. Project Consultant for Industrial Technology Research Institute 11. Independent Director of Hualien International Co., Ltd. 12. Director of SolidWizard Technology Co., Ltd. |
1. Professor of Accounting Department, Soochow University 2. Head of Center for Financial Technology, Soochow University 3. Member of Valuation Standards Committee, Accounting Research and Development Foundation 4. Corporate Supervisor Representative of First Commercial Bank Co., Ltd. 5. Supervisor of Grand Cathay Venture Capital Ⅱ Co., Ltd. 6. Independent Director of Grand Green Energy Co., Ltd. 7. Corporate director representative of Blockcurrency Technology Inc. 8. Independent Director of Dimension Computer Technology Co., Ltd. |
|
Ming-Te Wu |
1. Ph.D of Chinese, National Taiwan Normal University 2. Master of Chinese, National Taiwan Normal University 3. Bachelor of Chinese Literature, Fu Jen Catholic University |
1. Lecturer at China University of Technology 2. Associate Professor at China University of Technology 3. Associate Professor at Graduate Institute of Taiwanese Literature, National Changhua University of Education |
1. Professor at Graduate Institute of Taiwanese Literature, National Changhua University of Education 2. Director of Chinese Folk-Arts Foundation |
|
Chung-Ruei Chen |
1. MBA, Eastern Illinois University
2. Bachelor of Economics, National Taiwan University
|
1. Vice Chairman of Yuanta Securities Investment Consulting Co., Ltd. 2. President of Yuanta Securities Investment Consulting Co., Ltd.
|
1. Chairman of Ray Wing Research and Investment Corporation 2. Independent Director and member of Audit Committee of Vedan International (Holdings) Limited 3. Independent Director of Kayee International Group Co., Ltd. 4. Supervisor of Forcecon Tech. Co., Ltd. |
| I-Cheng Liu |
1. Master of Business Administration, Wharton School of Business, University of Pennsylvania
2. Bachelor of Business Administration, School of Management, National Taiwan University
|
1.President of Next Bank 2.Chief Executive Officer of Next Bank |
1.Director of National Film and Audiovisual Culture Center 2.Director of Sunsino Innovation Technolgy Inc. |
Diversified board members
Policy
The Company has formulated “Corporate Governance Best Practice Principles” and “Regulations for Electing Directors of the Board and Supervisors.” It is stipulated that the composition of the board should be diversified and that qualifications and specialized knowledge and skills required of directors should be diverse, meeting the requirements of the Company in aspects ranging from operations, operation types to development needs. In the appointment of directors of the board, the Company considers not only their professional background but also whether they can form a diversified team. Among the 7 directors of the board, there are fouur independent directors . In terms of professional background, some specialize in cultural and creative fields, and some in management, strategy and economy. Some directors are experts on accounting and Chinese literature. The cultural and creative industries are in need of Chinese literature experts. With directors of the board having such diverse backgrounds and specialties, the Company can get opinions from them from different angles. It will help the Company improve its performance and management efficiency.
Management goals
1. The company pays attention to gender equality in the composition of the board of directors, with at least one female director.
2. In order to pursue the sustainable development of the diversified IP of the cultural and creative industry, the board of directors should have at least one seat with expertise in the cultural and creative industry or cross-industry management expertise.
Achievement situation
♦Background diversity and percentage: 2/7 of directors concurrently served as employees, 4/7 of board members were independent directors.
♦Diversity of expertise:
Chairman Wen-Chang Huang and Vice Chairman liang-hsun Huang contribute extensive expertise to business administration and puppet show production (the Chairman specializes in screenplay ). Their decisions are primarily focused on core business activities.
Director Ming-Te Wu (specializes in the culture industry) brings the Company’s puppetry culture, creativity, and aesthetics into the education sector, which helps train talents for this profession.
Director Da-Bai Shen (specializes in financial accounting, risk assessment, and crisis management).
Director Liu, Po-Yuan (specializes in cross-industry business management).
Director Chung-Ruei Chen (specializes in treasury and investments).
Director I-Cheng Liu (specializes in Securities Firms and treasury).
Governing Performance Evaluation of the Board of Directors
| Introduction |
Files
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| 2023 Board of Directors Performance Self-Assessment |
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| 2022 Board of Directors Performance Self-Assessment |
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| 2021 External evaluation for the board of directors’performance |
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| 2021 Board of Directors Performance Self-Assessment |
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| 2020 Board of Directors Performance Self-Assessment |
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| 2019 Board of Directors Performance Self-Assessment |
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| 2018 Board of Directors Performance Self-Assessment |
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| 2017 Board of Directors Performance Self-Assessment |
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