Board of Directors
TCI's Board of Directors Structure
Diversity, professionalism, and independence of the Board of Directors members in 2023.
June 27, 2023 Election of the 15th Directors
Term: June 27, 2023 to June 26, 2026
In order to strengthen corporate governance and promote the sound development of the structure and composition of the Board of Directors, our company has implemented the 'Policy on Board Diversity' in accordance with our 'Corporate Governance Best Practice Principles'. The current Board of Directors of our company consists of 7 directors, which includes 4 directors and 3 independent directors. Members have backgrounds in accounting, finance, biotechnology, business, and management, possessing rich experiences and expertise across diverse fields. In addition, our company also places emphasis on gender equality in the composition of the Board of Directors. The target ratio for female directors is set at more than 25%. Currently, among the 7 directors, 2 are female, resulting in a ratio of 29%.
Furthermore, our company has established a 'Nomination Committee' and adopted a 'Candidate Nomination System'. All director candidates are nominated and vetted for qualifications by the 'Nomination Committee'. After approval by the Board of Directors, they are then presented to the shareholders' meeting for election. According to Article 20 of our 'Corporate Governance Best Practice Principles', directors should generally possess the knowledge, skills, and integrity necessary for their duties. To achieve the ideal objectives of corporate governance, the collective capabilities that the Board of Directors should have include:
1. Operational judgment capabilities
2. Accounting and financial analysis capabilities
3. Business management capabilities
4. Crisis management capabilities
5. Industry knowledge
6. Global market perspective
7. Leadership capabilities
8. Decision-making capabilities
The Board of Director of TCI Co. Ltd
| Title | Name | Gender | Education | Experience |
| Chairman | Yung-Chiang Investment Co., Ltd. Representative: Yung-Hsiang Lin |
Male | Bachelor Degree in Botany, National Chung Hsing University |
Chairman, TCI Co., Ltd. |
| Director |
Yang Guang Investment Co., Ltd. |
Female | Master’s Degree in Business Administration, National Taiwan University EMBA School of Professional Education and Continuing Studies, National Taiwan University |
Convener of Audit Committee and member of Remuneration Committee |
| Director | DyDo Group Holdings, Inc Representative: Tomiya Takamatsu |
Male | Bachelor of Economics, Kyoto University | President, DyDo Group Holdings,INC. Former: Director, Dydo Group Holdings,INC. |
| Independent Director | Shu-Min He | Female | Master's Degree in Accounting, National Taiwan University | Member of Remuneration Committee Member of Audit Committee and Nomination Committee Independent Director, Cal-Comp Precision Holding Co., Ltd. Former: Certified Public Accountant, PwC |
| Independent Director | Shih-Ming Li | Male | Bachelor degree of Medicine, National Defense Medical Center | Member of Remuneration Committee Member of Audit Committee and Nomination Committee Attending Physician, Department of Obstetrics and Gynecology, Chung Shan Hospital Head of Reproductive Center, Chung Shan Hospital Vice President, Chung Shan Hospital Former: Director of Obstetrics and Gynecology Department, Air Force General Hospital Head of Reproductive Medicine Center, Air Force General Hospital |
| Independent Director | Sung-Yuan Liao | Male | Ph.D., National Chung Hsing University | Member of Remuneration Committee Member of Audit Committee and Nomination Committee Former: Associate Professor, Department of Life Sciences, National Chung Hsing University |
| Independent Director | Chen-Yi Kao | Male | Ph.D. in Chemistry, Tufts University | Member of Remuneration Committee Member of Audit Committee and Nomination Committee Professor, Graduate Institute of Biochemistry, National Chung Hsing University |
Committee
Composition, responsibilities, and operational status of the functional committees
Audit Committee
The Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the company's accounting, auditing, reporting, and financial control practices. The Audit Committee is responsible for reviewing the Company’s: financial reports; auditing and accounting policies and procedures; internal control systems; material asset or derivatives transactions; material lending funds, endorsements or guarantees; offering or issuance of any equity-type securities; legal compliance; related-party transactions and potential conflicts of interests involving executive officers and directors; Ombudsman reports; fraud investigation reports; corporate risk management; hiring or dismissal of an attesting CPA, or the compensation given to it; and appointment or discharge of financial, accounting, or internal auditing officers.
Under R.O.C. law, the membership of the Audit Committee shall consist of all independent Directors. TCI’s Audit Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill its responsibilities. It has direct access to TCI’s internal auditors, the Company’s independent auditors, and all employees of the Company. The Committee is authorized to retain and oversee special legal, accounting, or other consultants as it deems appropriate to fulfill its mandate. The Committee meets at least once every quarter. Please consult TCI's annual report for the relevant year for the number of meetings convened and each member’s attendance rate.
The members of Audit Committee：
HE, SHU-MIN (female)
LI, SHIH-MING (male)
LIAO,SONG-YUAN (male)
GAO,ZHEN-YI (male)
| Audit Committee Performance Evaluation | ||
| Evaluation period: 2022/01/01 to 12/31/2022 (2023 assessment of full-year operations in 2022) | ||
| Evaluation method: Member self-assessment | ||
|
Evaluation item (evaluation standard) |
Average score | Overall performance |
|
A. Extent of participation in the Company’s operations |
4.8 | Excellent |
| B. Functional committee responsibilities are recognized | 4.85 | Excellent |
|
C. Improve the quality of functional committee decisions |
4.86 | Excellent |
|
D. Composition and selection of functional committee members |
4.9 | Excellent |
| E. Internal control | 4.67 | Excellent |
Members’ affirmations and recommendations:
Good understanding of the Company’s core values and strategic objectives, and good interaction with the management team.
The overall annual performance evaluation is excellent.
Remuneration Committee
| Renumeration Committee Performance Evaluation | ||
| Evaluation period: 2022/01/01 to 12/31/2022 (2023 assessment of full-year operations in 2022) | ||
| Evaluation method: Member self-assessment | ||
|
Evaluation item (evaluation standard) |
Average score | Overall performance |
|
A. Extent of participation in the Company’s operations |
4.8 | Excellent |
| B. Functional committee responsibilities are recognized | 4.85 | Excellent |
|
C. Improve the quality of functional committee decisions |
4.86 | Excellent |
|
D. Composition and selection of functional committee members |
4.9 | Excellent |
| E. Internal control | 4.67 | Excellent |
Members’ affirmations and recommendations:
Good understanding of the Company’s core values and strategic objectives, and good interaction with the management team.
The overall annual performance evaluation is excellent.
Risk Management Policy
The purpose of risk management is to effectively understand the internal and external factors that impact the company’s operational strategy and performance. To strengthen corporate governance and ensure sound operations and sustainable development, TCI has established “Risk Management Measures” to prevent potential losses and optimize resource allocation.
Risk Management Process
The “Risk Management Measures” govern the company’s risk management process, which includes risk detection and assessment, operational execution, and review procedures, managed through three levels:
(1) The Sustainability Promotion Committee, chaired by the Chairman, is responsible for evaluating the risk warning mechanisms and response plans proposed by the operational departments. Once a proposal is approved, the Chairman will instruct other departments involved in the identified risk to collaborate on an interdepartmental risk response, mitigating the likelihood or impact of that risk on the company’s overall operations. Additionally, all of our board members, including non-executive directors, regularly receive risk management education. This training occurs once a year and includes 3-6 hours of instructional courses. The Internal Audit Department conducts annual audits of established response plans to ensure the effective operation of the risk alert mechanism.
(2) The supervisors of the operational departments are responsible for reporting identified risks to the Risk Management Team of the Sustainability Promotion Committee. Upon receipt of a warning, this team conducts a preliminary review of the risks and proposed response plans, offering suggestions for discussion with the department. Subsequently, the Chief Sustainability Officer presents the findings to the Sustainability Promotion Committee.
(3) The operational departments serve as the first line of defense in risk management, responsible for identifying and evaluating short-, medium-, and long-term risks associated with their business activities, taking into account materiality analysis. They conduct qualitative or quantitative risk assessments, leading to the formulation of preliminary risk warning mechanisms and response plans based on assessment outcomes.
Corporate Integrity Management Education and Training Description
Important Management Methods
Relevant Rules of the Board of Directors
The directors of TCI adhere to relevant regulations such as the Company Act, Securities and Exchange Act, and Business Accounting Act.
The Board of Directors meets at least once every quarter and can be convened at any time in emergency situations. The meeting notice must specify the reasons for the meeting and be sent to directors and independent directors at least seven days in advance, providing complete meeting materials. If the materials are insufficient, directors may request additional information or postpone the discussion.
The rules of procedure for Board meetings should be established in accordance with the regulations applicable to publicly listed companies, covering key issues, procedures, content of minutes, and announcements.
Resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.
Directors are expected to uphold a high level of self-discipline and must disclose any conflicts of interest regarding proposals that involve themselves or the entities they represent during Board meetings. If a proposal may harm the company’s interests, they should recuse themselves from discussion and voting, and they may not delegate their voting rights to other directors. Recusal matters should be clearly defined in the rules of procedure for Board meetings.
Cyber Security Management
Security policy
The Company uses ISO 27001 and BS7799 to formulate information security policies based on the Company’s internal management needs. The main information security management requirements are the basis for the establishment, and the relevant information services provided by the Strategic Intelligence Center and the Company’s related departments are the main scope. In order to maintain the company’s competitive advantage, all employees are expected to manage themselves in accordance with the relevant information protection regulations promulgated by the company, and to be aware of information security. In addition to information security control measures for information system services, we also focus on protecting the confidentiality, integrity, and availability of important personal and transaction
information. We strengthen information security management, ensure the security of hardware and software information such as data, systems, equipment and networks, create a healthy information environment, deploy innovative information security protection technologies, and implement and promote information security management operations to enhance the quality of services provided by TCI.
Specific management solutions
In addition to setting up an Information Security Committee to coordinate, manage and supervise all the Group’s information security operations, the Company has dedicated information security engineers to handle information security work, and regularly conduct vulnerability scans, social engineering drills, protection system effectiveness checks and other related information security tests, and provide related information security promotion and education training courses. Although we have not purchased information security insurance for the time being, through the operation of the Information Security Committee and the implementation of information security policies, we can still provide a safe and secure information security environment and protect the information security of our services. The next goal is to complete the information security expert system of each factory to strengthen the Group’s information security protection network and establish a joint defense mechanism for information security. In the future, in addition to the expansion of information security personnel, we plan to conduct training and certification so that the Company’s information security can be more complete and reliable in terms of manpower and capability.
Cyber insurance amount: Under evaluation
Total number of employees: 4
Frequency of relevant meetings: Once per week
Internal Audit Management
Internal Audit
The Legal Affairs Unit is the unit of the Company that promotes corporate integrity management.
Reports to the Board of Directors on the implementation of the promotion of corporate integrity management (once a year) Report to the Board of Directors in 2023: 2023/12/19
Course Arrangement:
Provide employees with a complete concept of legal compliance and realize the importance of corporate integrity
|
Course Categor |
Type | Course Name | Instructor | Date |
|
| Law | Digital |
2023 Prohibition of Insider Training |
Stanley Huang and Xu Weiting | 2023/7/24-7/31 | |
| Law | In-person |
2023 Trade Secret |
Stanley Huang and Xu Weiting | 20231/6-2023/12/31 | |
Timeline for the Establishment and Amendments of the Corporate Governance Practice Code
Established on January 17, 2014.
First amendment on January 19, 2015.
Second amendment on April 7, 2017.
The purpose of the Company’s internal audit is to assist the Board of Directors and Manager in examining and reviewing possible deficiencies in the internal control system and measuring the effectiveness and efficiency of operations, and to provide timely recommendations for improvement to ensure the continuous and effective implementation of the internal control system and to serve as a basis for reviewing and revising the internal control system.
Appointment, dismissal, evaluation, and remuneration of internal audit personnel
The appointment, dismissal, evaluation, and remuneration of the Company's internal audit personnel are submitted to the Audit Committee for approval and to the Board of Directors for resolution per Article 14-5 of the Securities and Exchange Act. In addition to the relevant laws and regulations, the Company’s Audit Committee and Renumeration Committee are governed by the Company's organizational procedures.
Report on Independent Directors' Individual Communication with the Internal Audit Supervisor
The Company's independent directors and CPA conducted a total of 4 communication sessions in 2023. The report on the communication status was signed by the representative of the independent directors, Sung-Yuan Liao, the convenor of the Company's Audit Committee, and filed for record at PwC Taiwan.
The dates of the 4 communication sessions in 2023 and the significant issues are as follows:
March 30, 2023: Approval of the Company's 2022 annual operating and financial reports.
May 8, 2023: The Company's Consolidated Financial Statements for the 1st Quarter of 2023
July 27, 2023: The Company's Consolidated Financial Statements for the 2nd Quarter of 2023
November 9, 2023: The Company's Consolidated Financial Statements for the 3rd Quarter of 2023
The above motions were noted and approved by all independent directors without objection.
Communication Meeting between Independent Directors and Audit Unit
Date: November 09, 2023 (Thursday 14:30 PM)
Location: Taipei Headquarter 8th Floor Conference Room
Independent Directors present: Sung-Yuan Liao, Chen-Yi Kao, Shih-Ming Li, Shu-Min He
Subject: Independent Director's Guidance and Recommendations on Internal Audit Activities
Audit supervisor's report:
- Execution status and audit focus of the 2023 Annual Audit Plan
- Report on key objectives and execution focus of the 2023 annual audit
Independent director's guidance and recommendations
- The handling process and outcomes of waste and expired raw materials shall be strictly managed.
- When editing or revising portions of the internal control system and management procedures, attention shall be given to the style of expression.
Important audit findings during the period are regularly communicated to the independent directors through meetings and reported.
Report on the Separate Communication between Independent Directors and Auditors in 2022
Communication meeting between independent directors and the audit unit.
Date: August 5, 2022 (Friday, 2:00 PM)
Location: 8th-floor conference room, Taipei headquarters.
Attending Independent Directors: Liao Sung-Yuan, Kao Chen-Yi, Li Shih-Ming, and He Shu-Min.
Purpose: Guidance and recommendations of independent directors on internal audit work.
Report by the Audit Supervisor:
1. Implementation of the 2022 audit plan and key points of the audit.
2. Report on the key objectives of the 2022 audit implementation.
Recommendations from Independent Directors:
Regularly report significant audit findings during the period to the independent directors through communication meetings.
The Board of Directors assessment of the independence and suitability of certified public accountants with reference to the Audit Quality Indicators (AQIs)
2023 5th Board of Directors Meeting (Time: Tuesday, December 19, 2023)
Proposal: The Company submits for discussion a proposal to assess the independence and suitability of the Company's certified public accountants.
Description: (a) The audit and certification of the Company's financial statements for 2023 were assigned to CPA Ming-Chuan Hsu and Ping-Chun Chi of PricewaterhouseCoopers Taiwan.
(b) In accordance with Article 29 of the Company's "Code of Corporate Governance Practices," listed companies shall periodically (at least once a year) evaluate the independence and suitability of the appointed accountants with reference to the Audit Quality Indicators (AQIs).In accordance with this provision, the Company reviews the independence of the Company's appointed certified public accountants by referring to the "Presentation of Audit Quality Indicators provided by QICPA" and the evaluation items formulated in accordance with the ROC CPA Code of Ethics No. 10, "Integrity, Impartiality, Objectivity, and Independence," and the evaluation report submitted by the accounting unit and the independence declaration issued by the certified public accountants can be found in “Attachment 8.”
(c) The case was discussed and approved by the Audit Committee and then submitted to the Board of Directors for resolution.
Resolution: This proposal was approved by the Chairman of the Board after consulting all the attending directors without any objection.
TCI Co., Ltd. 2023 Annual Assessment Report on the Independence of CPAs
The CPA Firm in 2023: PricewaterhouseCoopers Taiwan
The CPAs in 2023: Ming-Chuan Hsu and Ping-Chun Chi
1. The appointed accountants have no significant financial interest in the Company.
2. The appointed accountants shall avoid any inappropriate relationship with the Company.
3. The appointed accountants should ensure that their assistants are honest, impartial and independent.
4. The appointed accountant has not held the position of director, supervisor or manager of the company or any position that has a significant influence on the audit case within the past two years; it is also determined that he will not hold the aforementioned relevant positions during the future audit period.
5. During the audit period, the appointed accountants and their spouses or dependent relatives have not served as directors and supervisors of the Company or have direct and significant influence on the audit work. During the audit period, the close relatives within the fourth degree of kinship of the appointed accountants who are the directors or managers of the Company or who have direct and significant influence on the audit work shall reduce their noncompliance with the independence procedures to an acceptable extent.
6. The appointed accountants have not given or accepted any benefits or gifts with a great value (the value that exceeds the standard of general social etiquette).
7. The name of an appointed accountant shall not be used by others.
8. Loans between the appointed accountants and the Company are not allowed, excluding normal transactions with the financial industry.
9. The appointed accountants shall not concurrently engage in other businesses that may lead to the loss of their independence.
10. The appointed accountants shall not receive any commission related to the business.
11. The appointed accountants shall not hold shares of the Company.
12. The appointed accountant and the Company shall not have any contingent official expenses related to the examination of the case.
13. The certified public accountant shall not have any potential employment
relationship with the Company.
14. The appointed accountants shall not concurrently serve as regular employees of the Company and shall be entitled to a fixed salary.
15. The appointed accountants shall not have a joint investment or share of interest with the Company.
16. The appointed accountants shall not be involved in the management functions of the Company in making decisions.
Evaluation unit: Accounting department
Awards
The Board of Directors, at least annually, makes reference to Audit Quality Indicators (AQIs) to evaluate the independence and competence of the signing auditor
