Corporate Governance Structure
- Board Composition: 1 chairman and 10 directors (including 3 independent directors).
- Term of Office: The Company completed the election of its 18th Board of Directors at the annual general meeting of shareholders in 2021. The directors will hold office from July 29, 2021, to July 28, 2024. Five board meetings were convened in 2022.
- Functional Committees: There are six functional committees under the board, including Audit Committee, Remuneration Committee, Nomination Committee, Strategy Committee, Risk Management Committee and Sustainable Development Committee.
- The Sustainable Development Committee is responsible for Everlight Chemical’s ESG governance. The committee presents a ESG Committee Work Report to the board at least once a year (the most recent report date was August 11, 2022).
- Operational Units: The Company’s operational framework includes strategic business units (4), operation units (6), production units (6) and functional divisions/offices (10).
Board Diversity and Independence
Board Diversity in the 18th Board of Directors
Gender Diversity: 針 To ensure gender diversity, we mandate at least one board seat for female directors. The target has been met in the composition of the 18th Board of Directors, where one female director has been elected, representing 9% of the board.
Board Independence:: To ensure board independence, among the 11 members of the board, three are independent directors, accounting for 27% of the board (close to 1/3 of the board).
Age Representation of the Board: The board reflects balanced age representation, with 36.4% of board members below the age of 60, 27.3% between 61-70 years old, and 36.4% above 70 years old.
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Name | Title | Gender | Age | Professional Background & Expertise | Management Role | ||
< 60 | 61-70 | > 70 | |||||
Chen, Chien-Hsin | Chairman | Male | O | Public health | |||
Chen, Ding-Chuan | Director | Male | O | International business, management | |||
Chen, Ding-Chi | Director | Male | O | Education | |||
Chen, Wei-Wang | Director | Male | O | Industrial engineering | O | ||
Chen, Chien-Ming | Director | Male | O | Mechanical engineering | O | ||
Lee, Yung-Long | Director | Male | O | Public administration | |||
Ken, Wen-Yuen | Director | Male | O | Information science | |||
Chao, Rong-Shiang | Director | Male | O | Business administration | |||
Wu, Chung-Fern | Independent Director | Male | O | Accounting and information management | |||
Yang, Way-Wen | Independent Director | Female | O | Law | |||
Chang, Yuan-Jan | Independent Director | Male | O | Engineering-economics, civil engineering, mechanical engineering | |||
Audit Committee | Remuneration Committee | Nomination Committee | Strategy Committee | |
Convener | Wu, Chung-Fern (Independent Director) | Chang, Yuan-Jan (Independent Director) | Yang, Way-Wen (Independent Director) | Yang, Way-Wen (Independent Director) |
Number of Committee Members | 3 | 3 | 5 | 6 |
Committee Members |
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Responsibilities | Ensure fair presentation of the financial reports of the Company, effective implementation of the internal control system of the Company, and the Company’s compliance with relevant laws and regulations | Formulate and periodically review the policy, system, standards and structure of performance assessment and remuneration for directors and managers | Formulate and develop the organizational structure of the board and its committees, conduct performance evaluation, and devise guidelines for the corporate governance practices | Deliberate on the Company’s medium- and long-term development strategies, company vision, positioning and corporate culture and evaluate the implementation and results of these strategies |
Required Meeting Frequency | Quarterly | Semiannually | Semiannually | Semiannually |
Number of Meetings Convened in 2022 | 5 | 3 | 3 | 4 |
Evaluation of Board Performance
- Level of participation in the Company’s operation
- Improvement on the quality of the board’s decision-making
- Composition and structure of the board
- Election and continuing education of directors
- Understanding of the goals and mission of the Company
- Understanding of a director’s responsibilities
- Level of participation in the Company’s operation
- Management of internal relationship and communication
- Professionalism and continuing education
- Internal controls
- Level of participation in the Company’s operation
- Understanding of the responsibilities of the functional committee
- Improvement on the quality of decision-making of the functional committee
- Composition of the committee and appointment of committee members
Board Performance Evaluation Results
Evaluation Method: Board performance evaluation is carried out using internal questionnaires
- Self-Assessment on Board Performance: The assessment questionnaire includes 45 evaluation items devised by the Nomination Committee based on the five aspects to be considered.
- Self-Assessment on Performance of Individual Directors: Board members individually fill out the questionnaire that contains
- Self-Assessment on Performance of Functional Committees: Independent directors individually fill out the assessment questionnaire that contains 24 evaluation items based on the five aspects to be considered.
Performance Evaluation by Taiwan Corporate Governance Association (TCGA):
- For more details, please refer to this section of our official website: Governance / Board of Directors / Board Evaluation / Board Performance Evaluation
Performance Evaluation by Taiwan Corporate Governance Association (TCGA):
- For more details, please refer to this section of our official website: Governance / Board of Directors / Board Evaluation / Board Performance Evaluation
Continuing Education & Collective Knowledge of the Board
Title | Name | Date | Organization | Course/Event Name | Hours of Continuing Education |
Chairman | Chen, Chien-Hsin | 111/6/28 | Taiwan Institute of Directors (TWIOD) | Exploring the Next Generation’s Core Competitiveness in an Era of Change | 3 |
Chairman | Chen, Chien-Hsin | 111/10/19 | Taiwan Corporate Governance Association (TCGA) | Enhancing Director Competence for Sustainable Corporate Management | 3 |
Director | Chen, Ding-Chuan | 111/8/23 | Taiwan Corporate Governance Association (TCGA) | Analysis and Application in Decision-Making with Corporate Financial Information | 3 |
Director | Chen, Ding-Chuan | 111/8/19 | Taiwan Corporate Governance Association (TCGA) | Case Studies of Corporate Governance Disputes | 3 |
Director | Chen, Ding-Chi | 111/8/23 | Taiwan Corporate Governance Association (TCGA) | Analysis and Application in Decision-Making with Corporate Financial Information | 3 |
Director | Chen, Ding-Chi | 111/12/6 | Taiwan Corporate Governance Association (TCGA) | Mastering Financial Statements for Effective Business Management | 3 |
Director | Chen, Wei-Wang | 111/4/22 | Taiwan Institute for Sustainable Energy (TAISE) | Taishin 30 Sustainability Summit: Transform to Net Zero | 3 |
Director | Chen, Wei-Wang | 111/9/30 | Taiwan Corporate Governance Association (TCGA) | Adapting Corporate Governance to Changes in International Order | 3 |
Director | Chen, Chien-Ming | 111/10/5 | Securities & Futures Institute (SFI) | 2022 Information Session on Regulations on Insider Trading | 3 |
Director | Chen, Chien-Ming | 111/10/19 | Taiwan Corporate Governance Association (TCGA) | Enhancing Director Competence for Sustainable Corporate Management | 3 |
Director | Lee, Yung-Long | 111/6/29 | Taiwan Corporate Governance Association (TCGA) | Understanding Tax Rules regarding Controlled Foreign Companies (CFC) | 3 |
Director | Lee, Yung-Long | 111/9/19 | Taiwan Insurance Institute (TII) | ESG Trends and Responsible Investment | 3 |
Director | Ken, Wen-Yuen | 111/10/14 | Securities & Futures Institute (SFI) | 2022 Information Session on Insider Trading Prevention a | 3 |
Director | Ken, Wen-Yuen | 111/7/29 | Taiwan Institute for Sustainable Energy (TAISE) | ESG Lecture Series for Executives-Chung Hwa Chemical Industrial Works Ltd. | 3 |
Director | Chao, Rong-Shiang | 111/5/11 | Taiwan Corporate Governance Association (TCGA) | Protection of Trade Secrets and Non-Competition Practices | 3 |
Director | Chao, Rong-Shiang | 111/5/11 | Taiwan Corporate Governance Association (TCGA) | Understanding Related Party and Irregular Transactions through Case Studies | 3 |
Independent Director | Wu, Chung-Fern | 111/4/28 | Securities & Futures Institute (SFI) | Advanced Seminar on Corporate Governance for Board Directors (including Independent Directors) and Corporate Governance Officers | 3 |
Independent Director | Wu, Chung-Fern | 111/7/27 | Securities & Futures Institute (SFI) | Digital Technology Innovation and Competitive Advantage | 3 |
Independent Director | Chang, Yuan-Jan | 111/6/14 | Taiwan Corporate Governance Association (TCGA) | How Audit Committees Perform Financial Statement Reviews | 3 |
Independent Director | Chang, Yuan-Jan | 111/8/19 | Taiwan Corporate Governance Association (TCGA) | Case Studies of Corporate Governance Disputes | 3 |
Independent Director | Chang, Yuan-Jan | 111/10/19 | Taiwan Corporate Governance Association (TCGA) | Enhancing Director Competence for Sustainable Corporate Management | 3 |
Independent Director | Yang, Way-Wen | 111/5/4 | Taiwan Stock Exchange Corporation (TWSE) | TWSE-Alliance Advisors Twin Summit | 2 |
Independent Director | Yang, Way-Wen | 111/5/31 | Taiwan Corporate Governance Association (TCGA) | Hostile Takeovers and Management Control Disputes: Case Studies and Countermeasures | 3 |
Independent Director | Yang, Way-Wen | 111/6/21 | Taiwan Corporate Governance Association (TCGA) | Preventing Internal Threats: Analysis on Corporate Internal Investigations | 3 |