Corporate Governance

Corporate Governance
CLC takes the sincerity and trustworthiness as the operating philosophy and emphasizes stable operation and law-abiding governance. The Board of Directors is the highest governing unit of the Company. It is mainly in charge of supervising the management team for the operation and management of the Company. In addition to the complete organizational structure and compliance with the laws and regulations relevant to the business operation, we establish the Compensation Committee, Audit Committee, and Auditing Division under the Board of Directors to enhance the supervision and control functions. CLC improves the transparency of the management and protect the rights and interests of the employees and shareholders by upholding the implementation of a fair, just and open management system.

To implement the corporate governance and upgrade the function of the Board of Directors, we establish performance goals to enhance the efficiency of the Board of Directors. The Company adopted the “Cheng Loong Corp. Regulations on Performance Evaluation of the Board of Directors” at the 5th meeting of the 17th Board of Directors on December 25, 2019. The performance evaluation of the CLC Board of Directors shall be implemented every year. External performance evaluation shall be implemented by a third-party professional institution or a team formed by external experts and scholars at least once every three years. The internal and external performance evaluation of the Board of Directors shall be completed prior to the termination of the first quarter next year. We enhance the function of the Board of Directors by forming the Board with multiple members and appointing a chief corporate governance officer.

Directors

Title Name Gender Education and Experience Position at CLC Date Elected
Chairperson Su-Yun Cheng F MBA, Waseda University, Japan
Chairperson, Cheng Loong Corp.
Chairperson 2019.6.13
Vice Chairperson Jen-Ming Cheng M Bachelors in Business, Northeastern University, U.S.
Vice Chairperson, Cheng Loong Corp.
Vice Chairperson, Ta-Yuan Cogen Co. Ltd.
Vice Chairperson 2019.6.13
Director Yen-Hao, Chen M Bachelors in Electronic Computer Science, Tamkang University
Chairperson, Hao Shang Construction Enterprise Co., Ltd.
Chairperson, Ten Fu Investment Co., Ltd.
Director, Tian Long Industrial Co., Ltd.
-- 2019.6.13
Director Shine Far Co.,  Ltd.
Rep.:Tong-Ho Tsai
M Masters in Management, National Chiao Tung University
President, Cheng Loong Corp.
President 2019.6.13
Director Ming Fong Plastic Co., Ltd
Rep.:Ching-Huei Yu
M Bachelors in Banking and Insurance, Tamkang College of Sciences and Literatures
Vice President, Cheng Loong Corp.
Vice President 2019.6.13
Director Sun Favorite Co., Ltd.
Rep.:Ching-Biao Chang
M Masters in Forestry, National Chung Hsing University
Masters in Management, National Chiao Tung University
Vice President, Cheng Loong Corp.
Vice President 2019.6.13
Independent Director Yung-Chi Wang M KaiNan Vocational High School
Managers' post graduate study, Tunghai University
President, Long Chen Paper Co., Ltd.
 
Member of Audit Committee & Compensation committee 2019.6.13
Independent Director Yao-Ming Yang M National Taipei Institute of Technology
CEO, Ta-Yuan Cogen Co., Ltd.
Member of Audit Committee & Compensation committee 2019.6.13
Independent Director Fu-Hsing Chang M Ph.D. in Accounting, National Chengchi University
Specially Appointed Associate Professor, Chihlee University of Technology
Associate Professor, National Yunlin University of Science and Technology
Member of Audit Committee & Compensation committee 2019.6.13
  

BOD Diversity policy and Implementation situation

1. Diversity policy:
The composition of the company’s Board of Directors shall be based on diversification, and an appropriate diversification policy shall be developed in terms of its own operations, types of operations, and development needs, which shall include, but not limited to, the following two major dimensions:
 
(1) Basic conditions and values: gender, age, nationality, and culture.
(2) Professional knowledge and skills: professional backgrounds (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industrial experience. Board members shall generally have the knowledge, skills and competence necessary to perform their duties. To achieve the ideal goal of corporate governance, the Board shall have the following overall capabilities:
(a) operational judgment
(b) accounting and financial analysis capabilities
(c) management capabilities
(d) crisis management capabilities
(e) industry knowledge
(f) international market vision 
(g) leadership
(h) decision-making ability.

2. Implementation situation:

The company held an election for the 17th Board of Directors on June 13, 2019. The Board of Directors consists of nine Directors, including one female Director (accounting for 11%), three Directors with an employee status (accounting for 33%), and three Independent Directors (accounting for 33%). The seniority of one of
the Independent Directors is four to six years and the other two of the Independent Directors is seven to nine years; two of the Directors are under 49 years old, and the other seven Directors are over 50 years old. Please refer to (Note1) for the professional backgrounds and capabilities of the Board members as a whole.
 

Corporate  overnance situation

The company passed the resolution of the Board of Directors on March 25, 2019 to set up a “Corporate Governance Offi cer,” which was simultaneously served by Chung-Lin Chou, Head of Financial Division, to protect shareholders’ rights and strengthen the functions of the Board of Directors. Assistant President Chung-Lin Chou has more than three years of experience at an management position in public offering companies in financial and equity affairs. According to the Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board’s Exercise of Powers, the main duties of a corporate governance supervisor are to handle relevant matters of the Board of Directors and shareholders ’meetings in accordance with the laws, prepare the minutes of the Board of Directors and shareholders’ meetings, assist Directors (including Independent Directors) in their appointments and further training, provide information required by Directors (including Independent Directors) to perform business, and assist Directors (including Independent Directors) to comply with laws and regulations.

The implementation of the corporate governance business in 2019 is as follows:
I. Assist Independent Directors and Directors in performing their duties, provide required information, and arrange Directors’ further training:
(1) The Board of Directors shall be notified in a timely manner of the revision and development of the latest laws and regulations related to the company’s business field and corporate governance.
(2) Review and provide relevant company information required by Directors to maintain smooth communication and exchanges between Directors and supervisors of
each business unit.
(3) Assist with arrangement of relevant meetings, when the Independent Directors need to meet with the internal audit supervisor or CPAs individually to understand the
company’s financial business in accordance with the Corporate Governance Best Practice Principles.
(4) Assist the Independent Directors and Directors in formulating annual training plans and arranging courses in accordance with the company’s industrial characteristics and Director’s academic