Corporate Governance

Powers and responsibilities

The company's board of directors shall guide the company's strategy, supervise management, and be accountable to the company and its shareholders. All operations and arrangements of its corporate governance system shall ensure that the board exercises its powers in accordance with laws, the company's articles of association, or shareholder resolutions.
The company believes effective board operation is the foundation of sustainable management. The main responsibilities of the board include, but are not limited to, approving business plans, formulating profit distribution plans, approving internal control systems, and approving important management measures, such as measures for the acquisition or disposal of assets, approving major operational projects such as raising or issuing securities, appointing and dismissing managers, and appointing and dismissing heads of financial and internal audit. It also involves supervising the integrity of the company's operations, management, and other powers entrusted by laws and shareholder meetings. Furthermore, Mr. Wang,Tsang-Lien Chairman , leads the management team in maintaining good communication channels and positive interactions, guiding business execution and major decision-making to ensure company development and protect shareholder rights. The company has established a "Methods for Election of Directors"to regulate the election of all directors under the candidate nomination system and has established a "Performance Evaluation Methods for the Board and Functional Committees"to evaluate the performance of the board, individual directors, and functional committees. The evaluation results serve as a reference for electing or nominating directors and setting their individual salaries and remuneration.
 
Board Members
The current board consists of 7 directors with a term of 3 years, from May 28, 2025, to May 27, 2028.
Title Name Current Position Main Experience (Educational Background) Professional Qualifications and Experience

 

 

 

 

 

 

Chairman

 

 

 

 

 

 

Wang Tsang-Lien

 

 

 

 

 

Responsible person, Jiu Han Construction Co., Ltd.

 

 

 

 

 

Associate degree, Department of Electrical Appliance Repair, Taichung Municipal Taichung Industrial High School

Mr. Wang Tsang-Lien possesses practical experience, strategic management, and leadership skills. He specializes in business operations and practices in the engineering industry, including air conditioning and electrical engineering planning, with over 35 years of management experience in the field. He has practical capabilities in business and management, and there are no situations as described in each clause of Article 30 of the Company Act.
 
 
 
 
 
 
 
Director
 
 
 
 
 
 
 
Lin Ching-Yao
 
 
 
 
 
 
 
Director, Hawyeh Electric Limited Company

 

 

 

 

 

 

Associate degree, Department of Electrical Appliance Repair, Taichung Municipal Taichung Industrial High School

 

Mr. Lin Ching-Yao possesses practical experience, strategic management skills, and leadership abilities. He specializes in business operations and practices in the engineering industry, planning of air conditioning and electrical engineering, and has over 35 years of operational management experience in the engineering industry. He also possesses practical management skills, with none of the circumstances outlined in Article 30 of the Company Law.

 

 

 

 

 

 

 

Director

 

 

 

 

 

 

 

Lo Jui-Hung

 
 
 
 
 
 
General Manager of the Company
Chairman, Rui Rong Industrial Co.,Ltd.

 

 

 

MBA, National Yang Ming Chiao Tung University
Associate Degree, Department of Electrical Engineering, United College of Technology
Engineer, Shanghui Environmental Engineering Co., Ltd.
Engineer, Hong Cheng Refrigeration and Air Conditioning

Chairman, Rui Rong Industrial Co.,Ltd.

Mr. Lo Jui-Hung has been serving in the company for over 27 years, specializing in business operations and strategic management in the engineering industry. In the board of directors, he communicates and interacts on relevant business management strategies with all directors in the role of a manager, provides relevant business management opinions, and possesses skills in business, marketing, and industrial engineering, with none of the circumstances outlined in Article 30 of the Company Law.
 
 
 
Director
 
 
 
Liao Jun-Mao

 

 

 

Director of the Company

Ph.D., Department of Civil Engineering, National Taiwan University
Bachelor's degree and master's degree, Department of Architecture, National Cheng Kung University
Chief Engineer, New Construction Engineering Sector, ITRI
Mr. Liao Jun-Mao has extensive practical experience in engineering construction and can provide industry-related experience to our company; he does not have any circumstances as outlined in Article 30 of the Company Act.
 
 
 
 
Independent Director
 
 
 
 
Tsai Yu-Chin
 
 
 
Independent Director, Chlitina Holding Limited 
Assistant Professor,Department of Finance,China University of Technology
Ph.D., School of Accountancy, Shanghai University of Finance and Economics
Master of Accounting, National Chengchi University
Bachelor, Department of Accounting, National Chengchi University
Director, Audit Department, KPMG
Ms. Tsai Yu-Chin is a certified public accountant in the Republic of China, possessing expertise in finance, accounting, and familiarity with relevant laws; she does not have any circumstances as outlined in Article 30 of the Company Act.

 

 

 

 

Independent Director

 

 

 

 

Chen Ching-Lin

 
 
Chief, Pan-International Accounting Firm
 

Master's School of Management, Fudan University.

Department of Commerce National Taiwan University.

Tax Auditior, Hsinchu County Office.
Tax Auditor, National Taxation Bureau of Taipei.

 

Mr. Chen Ching-Lin is a certified public accountant of the Republic of China with professional skills in finance and accounting, proficient in relevant laws and regulations, and not subject to any of the circumstances in Article 30 of the Company Act.

 

 

 

 

Independent Director

 

 

 

 

Pai Tung-Yueh

 

 

 

Associate Professor, Department of Business Administration, Minghsin University of Science and Technology

Ph.D., Department of Finance, Tamkang University
Master of Financial Resources Management, National Defense University
Bachelor of Public Finance, Feng Chia University
Full-time Lecturer, Graduate Institute of Management, Minghsin University of Science and Technology
Mr. Pai Tung-Yueh possesses professional abilities in finance and accounting, as well as experience in relevant regulations, which are clearly beneficial to our company; no circumstances described in Article 30 of the Company Act are present.
 
Board of Directors Diversity Policy
The appointment of our company's directors considers the overall configuration of the board. The composition of the board of directors takes diversity into account, and develops appropriate diversity guidelines based on its operations, business model, and developmental needs, including but not limited to the following two major criteria:
  1. Basic Criteria and Values: gender, age, nationality, and culture, etc.
  2. Professional Knowledge and Skills: professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience, etc.
Members of the board should generally possess the knowledge, skills, and qualities necessary to perform their duties, and the board as a whole should possess the following capabilities:
Operational judgment capability
Accounting and financial analysis capability
Managerial capability
Crisis management capability
Industry knowledge
International market insight
Leadership skills
Decision-making ability

Implementation of board member diversity policy

According to the aforementioned policy, the current board members include Chairman Wang,Tsang-Lien, Director Lin,Ching-Yao, Director Lo,Jui-Hung, and Director Liao,Jun-Mao, who have engineering and technical backgrounds, and are skilled in leadership, management, and decision-making. Additionally, Independent Directors Tsai,Yu-Chin, Chen,Ching-Lin, and Pai,Tung-Yueh
 have experience in finance and accounting. All directors, including independent directors, possess comprehensive and rich academic and career backgrounds, enabling the company's board to effectively fulfill its management, decision-making, leadership, and supervisory functions.

The company has one directors who are employees, accounting for 14 % ; there are three independent directors, accounting for 42.86 %, one female director, accounting for 14 %; the company emphasizes gender equality in the composition of board members and aims to increase the number of female directors to three seats. Currently, male board members account for 86 % ( 6 positions.)Women account for 14 %( 1 position), efforts will be made to increase the number of female board members to meet the target in the future. 

 

The specific management objectives of the company's diversification policy and the achievement of those objectives.

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