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 Home > Investor Relations> Corporate GovernanceThe Board
 
   
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Corporate Governance
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The Board

The Board Members
 

The board members, elected by shareholders, possess various professional specialties and substantial experiences. Currently, no female is in the board, and the average age of the board members is 71. The education backgrounds and experiences of the board members are summarized as follow: The duties of the board are to supervise, direct, and assign/dismiss the management, in order to ensure the operations of the Company and create the best interests for shareholders. We have 9 board members, and they are all nominated and elected by the shareholders. For all of the board members are professional and experienced, they can provide valuable strategic directions for the Company’s future developments. In order to strengthen the independence and diversity of corporate governance, we currently have 3 independent board members despite all of them are male. The education backgrounds and experiences of the board members are summarized as follow:

Occupation

Name

Experience and Education Background

Chairperson

Chia-Chau Wu

National Cheng Chi University, Department of Business Administration

Director

Wen-Yuan Wong

University of Houston, Graduate Institute of Industrial Engineering

Ming-Jen Tzou

National Institute of Technology, Department of Chemical Engineering

Fong-Chin Lin

National Cheng Chi University, Graduate School of Accounting

Chia-Fung Chang

Feng Chia University, Department of Automatic Control Engineering

Ann-De Tang

National Taiwan Institute of Technology

Independent
Director

Cheng-I Wang

National Cheng Chi University, Graduate School of Public Finance
Former Political Deputy Minister at Ministry of Finance

De-Ho Jan

University of Southern California, Graduate School of Public Administration
Former Director General at Customs Administration

Ta-Sheng Lin

Texas Southern University, Master of Science in Chemistry
Former Supreme Advisor at PPG Industries Taiwanese Branch

The Diversification Policy of the Board
 

All of our board members are experienced and have the knowledge in management, decision making, industry, and finance and accounting. We have 9 board members and 3 of them are independent board members. Their education backgrounds, experiences, gender, and expertise are summarized as follow:

Name

Nationality

Gender

Management

Decision
Making

Industry
Knowledge

Finance and Accounting

Chia-Chau Wu

R.O.C.

Male

V

V

V

V

Wen-Yuan Wong

R.O.C.

Male

V

V

V

V

Ming-Jen Tzou

R.O.C.

Male

V

V

V

V

Fong-Chin Lin

R.O.C.

Male

V

V

V

V

Chia-Fung Chang

R.O.C.

Male

V

V

V

V

Ann-De Tang

R.O.C.

Male

V

V

V

V

Cheng-I Wang
(Independent)

R.O.C.

Male

V

V

 

V

De-Ho Jan
(Independent)

R.O.C.

Male

V

V

 

V

Ta-Sheng Lin
(Independent)

R.O.C.

Male

V

V

V

V

 

Resolutions of Board Meetings
 

Historical Resolutions of Board Meetings:

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010

Board Member Election
 

The Board and Independent Director Candidate Nomination
According to the 13th code in the Article of Incorporation, the Company assigns 9 directors, including independent directors, who are elected through the candidate nomination and by shareholders.

The Election for Board and Independent Directors in the Shareholder Meeting in 2017
The Announcement of the period of accepting the board and independent director nomination: 
l According to the code of 192-1 in Company Act, the Company indicated in the announcement of the board director nomination and election in March 31st, 2017, that the nomination is adopted as the way for the
       board and independent director election. Shareholders who retain 1% or above of the Company’s total outstanding shares are able to propose the nomination of the board and independent directors in a written
       form.

l Shareholders who intend to nominate are required to submit the name, education background, experiences, letter of appointment acceptance, and statement and other document proving free from the claiming
       of the code of 30th in the Company Act to the address of the Company’s Stock Affairs Department, No.201, Dunhua N. Rd., Formosa Building 1F, Songshan Dist., Taipei City 105, Taiwan, through a registered
       mail during the period from April 17th to 26th, 2017. The telephone number is 886-2-27122211.

The Qualification Review of the Board and Independent Directors
l During the accepting period from April 17th to 26th, 2017, Nan Ya Plastic Corp., the juristic person of the Company, proposed a list of nomination containing 9 board and independent director candidates.
l On May 12th, 2017, the Company held the second board meeting of this year and reviewed the candidates on the list mentioned above. All of them were qualified in terms of the codes of 192-1 and 216 in the
       Company Act, and the 13th rule in the Company’s Article of Incorporation. The independent director candidates, Mr. Cheng-I Wang, Ta-Sheng Lin, and De-Ho Jan
, were education and profession qualified and
       met the requirements from Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. Therefore, 9 nominees were listed as candidates of the board and
       independent directors election in the Company’s shareholder meeting in 2017 and announced on the same day.

The Status of Communication with Independent Board Member
 

 The Status of Communication between Independent Directors and Accountants:
l At least once a year the Company discussed with accountants about the financial status, operation, and internal auditing of the Company and the domestic or overseas subsidiaries, and reported to the
    independent directors. The communication was sufficient toward the influences from adjustments in entries or amendments in laws. If necessary, whenever the meeting can be held.
l Inspectors appointed accountants to review the statements compiled and submitted by the board, and issued the auditing report required by the law.

The Status of Communication between Independent Directors and Superiors of Internal Auditing:
l The development and amendment of implementation rules for internal control and auditing of the Company.
l The auditing of the effectiveness of the Company’s internal control systems.(Issuing statements)
l The Auditing Department of the Company periodically issued internal auditing reports and submitted them to independent directors to review.
l Before the end of every fiscal year, the Auditing Department submitted internal auditing plans for the next year to the board for approval.
l Independent directors at least once a quarter had a meeting with the superiors of internal auditing to communicate and issue reports toward the status of internal auditing and control implementation in the
       Company. If necessary, whenever the meeting can be held.

The Summaries of the Communication Status among Independent Directors, Accountants, and Superiors of Internal Auditing:

Date

Channel

Communication Target

Object

Result

August 11th, 2017

Audit Committee

Accountants

The explanation for the opinion and communication of the 2017 Q2 financial reports

Adequate

August 11th, 2017

Board Meeting

Internal Auditing Superiors

2017 Q2 auditing plan implementation status report

Understood

November 7th, 2017

Review Meeting

Internal Auditing Superiors

The review for revising internal control system and rules of internal auditing implementation

Adequate

November 10th, 2017

Board Meeting

Internal Auditing Superiors

2017 Q3 auditing plan implementation status report

Understood

December 22nd, 2017

  Board Meeting

Internal Auditing Superiors

October 2017 auditing plan implementation status report

Understood

March 19th, 2018

Seminar

Internal Auditing Superiors
Accounting Superiors

The analysis of cryptocurrencies

Adequate

March 23rd, 2018

Audit Committee

Accountants

The explanation for the opinion and communication of the 2017 financial reports

Adequate

May 7th, 2018

Review Meeting

Internal Auditing Superiors

Modifications of internal control systems and internal auditing rules

Adequate

May 7th, 2018

Seminar

Accounting Superiors

The illustration of adjusted subjects in 2018 Q1 financial statements

Adequate

May 9th, 2018

Audit Committee

Accountants

The explanation for the opinion and communication of the 2018 Q1 financial reports

Understood

May 9th, 2018

  Board Meeting

Internal Auditing Superiors

2018 Q1 auditing plan implementation status report

Understood

June 12th, 2018

Board Meeting

Internal Auditing Superiors

The report of improvement in internal control system defects and irregularities in 2017

Adequate

August 10th, 2018

Seminar

Internal Auditing Superiors
Accounting Superiors

The modifications of the Corporate Law and the responses of the Company

Adequate

August 10th, 2018

Board Meeting

Internal Auditing Superiors

2018 Q2 auditing plan implementation status report

Understood

November 12th, 2018

Seminar

Internal Auditing Superiors
Accounting Superiors

The impact of China-United States Trade War to the Company

Adequate

November 12th, 2018

Board Meeting

Internal Auditing Superiors

2018 Q3 auditing plan implementation status report

Understood

December 21st, 2018

  Board Meeting

Internal Auditing Superiors

October 2018 auditing plan implementation status report

Understood

March 20th, 2019

  Seminar

Internal Auditing Superiors
Accounting Superiors

The influences of 5G to the PCB industry

Adequate

 

 
  Updated Date: 2018/12/31