Corporate Governance

Board of Directors

Board of Directors

The board of directors of Shian Yih prioritizes the interests of the company and all shareholders when conducting business evaluations and making significant decisions. Accountants and independent directors also play a supervisory role, carefully examining the company’s operations and the performance of the board of directors with a cautious attitude.
The board of directors of our company currently consists of nine seats, with three of them held by independent directors. The chairman of the board is elected by the board of directors. Internally, the chairman of the board serves as the chairman of the board of directors, and externally represents the company.
To enhance supervisory responsibilities and strengthen management mechanisms, our company has established an Audit Committee and a Remuneration Committee in accordance with Article 14 of the Securities and Exchange Act.

Profile of Directors

Important Resolutions of the Board of Directors

2023 Important Resolutions of the Board of Directors

2022 Important Resolutions of the Board of Directors

Professional Qualifications, Experience, and Independence of Independent Directors

Name Professional qualification and experience Independence analysis Number of other public companies in which the individual is concurrently serving as an independent director
Chang, Chia-Hsing Has the work experience required for business, finance, accounting, and sales of the Company. No situations prescribed in Article 30 of the Company Act are found.
  1. The person, spouse, and relative within the second degree of kinship do not serve as the director, supervisor or employee of the Company or its affiliate.
  2. The person, spouse, and relative within the second degree of kinship (or under other’s name) do not hold the shares of the Company and ratio.
  3. Does not serve as the director, supervisor, or employee of a specified company or institution that has a financial or business relationship with the company (comply with Subparagraph 5-8, Paragraph 1, Article 3 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies).
  4. Has not acquired remuneration from providing business, legal, financial, or accounting services to the Company or its affiliates.
2
Lin, Yu-Sheng None
Huang, Lan-Ying 1

Board Diversity and Implementation

Diversity and independence of the Board of Directors

(A) Diversity of the Board of Directors:

The company promotes and respects the Diversification Policy for the Board to enhance the corporate governance and promotion of the structural completeness, development and the composition of the Board of Directors. The Company believes that the diversified policy will improve the overall operational performance. The election of the board members is based on the principle of meritocracy, thus the board members have diversified complimentary abilities across different fields, including basic composition (such as age, gender and others). They also possess different industrial experiences and related techniques (such as manufacturing, accounting, finance, education, marketing and others), as well as management, leadership, decision-making and other abilities, knowledges and literacies.To enhance the functionality of the board of directors and achieve the ideal goal of corporate governance, Article 20 of our company’s “Corporate Governance Best Practices Guidelines” clearly states the overall capabilities that the board of directors should possess as follows: 

  1. Operation judgment ability.
  2. Accounting and financial analysis ability.
  3. Operation management ability.
  4. Crisis management ability.
  5. Knowledge about the industry.
  6. International perspective on the market.
  7. Leadership.
  8. Decision making ability.

The Implementation and the Diversification Policy for the Board Members

Name of Director Nationality Gender Also serve as an employee Age Term of service as the independent director
41–50 years old 51–60 years old 61–70 years old Less than 3 years Over 3 years
Wang, Wei-Sih R.O.C. Male V
Teng, Chia-Wen R.O.C. Male V
Yao, Pai-Chou R.O.C. Male V V
Wang, Hui-Min R.O.C. Male V V
Chang, Yu-Chang R.O.C. Male V V
Wang, Jih-Chun R.O.C. Male V
Chang, Chia-Hsing R.O.C. Male V V
Lin, Yu-Sheng R.O.C. Male V V
Huang, Lan-Ying R.O.C. Female V V
Name of Director Industrial Experience
Judgements about Operations Accounting and Financial Analysis Ability Business Management Ability Crisis Management Ability Knowledge of the Industry International Market Perspective Leadership Ability Decision-Making Ability
Wang, Wei-Sih V V V V V V V V
Teng, Chia-Wen V V V V V V V V
Yao, Pai-Chou V V V V V V V V
Wang, Hui-Min V V V V V V V V
Chang, Yu-Chang V V V V V V V
Wang, Jih-Chun V V V V V V V V
Chang, Chia-Hsing V V V V V V V V
Lin, Yu-Sheng V V V V V V V V
Huang, Lan-Ying V V V V V V V V

■The current board of directors of our company consists of nine members, including three independent directors. Directors Wang, Wei-Sih, Teng, Chia-Wen, Yao, Pai-Chou, Wang, Hui-Min, and Chang, Yu-Chang possess knowledge in corporate management and diverse industries. Director Wang, Jih-Chun has extensive experience working in an accounting firm for many years and is a seasoned accountant with expertise in accounting and financial analysis. Independent director Chang, Chia-Hsing has served as a senior executive in banking, securities, and related industries and has completed establishment projects in China, bringing rich industry experience. Independent director Lin, Yu-Sheng has expertise in law, finance, and business studies, as well as professional abilities in financial investment and industry research. Independent director Huang, Lan-Ying is a university professor with abundant research experience and professional skills. The diverse experiences and capabilities of the board members enable them to provide professional opinions from different perspectives, greatly benefiting the overall operation of our company.
■The company currently has no independent directors who have been elected for 3 terms in a row. All of the board members share the same nationality, which is R.O.C, with the following percentage of composition: 3 independent directors, which is 33%; 3 directors concurrently as the employees of the company, which is 33%. The age distribution of the directors is as follows: 2 directors fall under 41~50, 4 directors fall under 51~60 and 3 fall under 61~70. In addition to the stated above, the company also valued gender equality in the composition of its board of directors, so 1 of the board members is female, which is 11%.
■The diversification, complementariness and implementation of the board directors were included in the standards set out in Article 20 of Corporate Governance Best Practice Principles. The company will be amending its diversification policy to meet the functioning of the board of directors, operational model, requirement of development, including but not only in the 2 dimensions of condition and value, professional knowledge and skills, to ensure that the board members have the commonly required knowledge, skills and literacy to perform their duties.

The specific management objectives and attainment status of our company’s diversity policy.
Management Objectives Attainment Status
The number of independent directors exceeds one-third of the total number of directors. Achieved.
The independent directors have not served for more than three consecutive terms. Achieved.
One seat held by a female director. Achieved.
(B) Independence of the Board of Directors:

The Board of Directors of the Company consists of directors with diversified backgrounds, professional knowledge, experience, insights and high moral standards. The company judges and evaluates the independent directors’ independence according to the relevant laws and conditions, and without the condition of Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act. The directors with second degree kinship is director Wang, Wei-Sih and Wang, Hui-Ming, i.e., they are father and son.

The company adopted the Candidates Nomination system according to Article 192-1 of the Company Act, with 3 years for each director term. The independent directors’ independence were all qualified based on the Regulations Governing Appointment of Independent Directors and Compliance Matters for a Public Company. Shareholders with 1% of the shareholding of the company’s total issued stock may propose names of candidates in accordance with the relevant laws and regulations, to allow the shareholders to become involved in the nomination procedures for the director candidates. Consequently, all of the directors will be elected from the candidates by the shareholders during the shareholders’ meeting.

Director’s Training

Title Name Date of training Host unit Name of the Course Training hours Does the further education comply with the regulations?
Chairman Wang, Wei-Sih 2022-05-12 Taiwan Corporate Governance Association Practice of protection on trade secrets and fraud detection 3 Yes
2022-07-27 Taipei Exchange Promotion seminar on the industrial topic of sustainability development roadmap 2 Yes
2022-11-10 Taiwan Corporate Governance Association Net zero emission, carbon neutrality, and corporate compliance 3 Yes
2023-05-11 Taiwan Corporate Governance Association Looking at the information security governance strategies of listed companies from the perspective of ESG corporate sustainability. 3 Yes
2023-07-20 Taipei Exchange Taiwan Stock Exchange (TWSE) ESG Sharing Session 3 Yes
2023-11-09 Taiwan Corporate Governance Association Board of Directors / Senior Management Roles and Responsibilities in ESG Governance 3 Yes
Director Teng, Chia-Wen 2022-05-12 Taiwan Corporate Governance Association Practice of protection on trade secrets and fraud detection 3 Yes
2022-11-10 Taiwan Corporate Governance Association Net zero emission, carbon neutrality, and corporate compliance 3 Yes
2022-12-14 The Institute of Internal Auditors-Chinese Taiwan Information audit practice workshop 6 Yes
2023-05-11 Taiwan Corporate Governance Association Looking at the information security governance strategies of listed companies from the perspective of ESG (Environmental, Social, Governance) corporate sustainability. 3 Yes
2023-11-09 Taiwan Corporate Governance Association Board of Directors / Senior Management Roles and Responsibilities in ESG Governance 3 Yes
2023-11-27 The Institute of Internal Auditors-Chinese Taiwan Analysis of Recent Practical Cases in Corporate Mergers and Acquisitions Law and Corporate Governance 6 Yes
Director Wang, Hui-Min 2022-05-12 Taiwan Corporate Governance Association Practice of protection on trade secrets and fraud detection 3 Yes
2022-11-10 Taiwan Corporate Governance Association Net zero emission, carbon neutrality, and corporate compliance 3 Yes
2022-12-27 Chinese Financial and Economic Development Association New mindset of digital transformation 3 Yes
2023-05-11 Taiwan Corporate Governance Association Looking at the information security governance strategies of listed companies from the perspective of ESG (Environmental, Social, Governance) corporate sustainability. 3 Yes
2023-11-09 Taiwan Corporate Governance Association Board of Directors / Senior Management Roles and Responsibilities in ESG Governance 3 Yes
2023-12-22 Taiwan Corporate Governance Association Carbon Linkage: Discussing Carbon Fees, Carbon Taxes, Carbon Credits, and Carbon Trading 3 Yes
Director Yao, Pai-Chou 2022-05-11 Taiwan Corporate Governance Association Practice of protection on trade secrets and fraud detection 3 Yes
2022-07-27 Taipei Exchange Promotion seminar on the industrial topic of sustainability development roadmap 2 Yes
2022-11-10 Taiwan Corporate Governance Association Net zero emission, carbon neutrality, and corporate compliance 3 Yes
2023-05-11 Taiwan Corporate Governance Association Looking at the information security governance strategies of listed companies from the perspective of ESG (Environmental, Social, Governance) corporate sustainability. 3 Yes
2023-05-23 Taipei Exchange Promotion Event for Sustainable Development Action Plans of Listed Companies 3 Yes
2023-07-20 Taipei Exchange Board of Directors / Senior Management Roles and Responsibilities in ESG Governance 3 Yes
2023-11-09 Taiwan Corporate Governance Association Board of Directors / Senior Management Roles and Responsibilities in ESG Governance 3 Yes
Director Chang, Yu-Chang 2022-05-12 Taiwan Corporate Governance Association Practice of protection on trade secrets and fraud detection 3 Yes
2022-11-10 Taiwan Corporate Governance Association Net zero emission, carbon neutrality, and corporate compliance 3 Yes
2022-11-29 Accounting Research and Development Foundation ESG information disclosure trend and relevant regulations 3 Yes
2023-05-11 Taiwan Corporate Governance Association Looking at the information security governance strategies of listed companies from the perspective of ESG (Environmental, Social, Governance) corporate sustainability. 3 Yes
2023-05-23 Taipei Exchange Promotion Event for Sustainable Development Action Plans of Listed Companies 3 Yes
2023-11-09 Taiwan Corporate Governance Association Board of Directors / Senior Management Roles and Responsibilities in ESG Governance 3 Yes
Director Wang, Jih-Chun 2023/05/11 Taiwan Corporate Governance Association Looking at the information security governance strategies of listed companies from the perspective of ESG (Environmental, Social, Governance) corporate sustainability. 3 Yes
2023/11/09 Taiwan Corporate Governance Association Board of Directors / Senior Management Roles and Responsibilities in ESG Governance 3 Yes
Independent Director Chang, Chia-Hsing 2022-01-07 Securities & Futures Institute Global risk acknowledgement – Opportunities and challenges in the next decade 3 Yes
2022-01-14 Taiwan Corporate Governance Association Competitiveness VS survivability ESG trend and strategy 3 Yes
2022-05-12 Taiwan Corporate Governance Association Practice of protection on trade secrets and fraud detection 3 Yes
2022-11-10 Taiwan Corporate Governance Association Net zero emission, carbon neutrality, and corporate compliance 3 Yes
2023-04-21 Taiwan Corporate Governance Association How the Board of Directors formulated the ESG sustainability governance strategy in 2023 3 Yes
2023-05-11 Taiwan Corporate Governance Association Looking at the information security governance strategies of listed companies from the perspective of ESG (Environmental, Social, Governance) corporate sustainability. 3 Yes
2023-11-09 Taiwan Corporate Governance Association Board of Directors / Senior Management Roles and Responsibilities in ESG Governance 3 Yes
Independent Director Lin, Yu-Sheng 2022-04-22 Taiwan Institute for Sustainable Energy Taishin 30 sustainability net zero summit – Transform to net zero 3 Yes
2022-10-19 Taiwan Corporate Governance Association The 18th (2022) corporate governance summit – Improve the functionality of directors and implement the sustainable corporate governance 6 Yes
2022-11-10 Taiwan Corporate Governance Association Net zero emission, carbon neutrality, and corporate compliance 3 Yes
2023-05-11 Taiwan Corporate Governance Association Looking at the information security governance strategies of listed companies from the perspective of ESG (Environmental, Social, Governance) corporate sustainability. 3 Yes
2023-11-09 Taiwan Corporate Governance Association Board of Directors / Senior Management Roles and Responsibilities in ESG Governance 3 Yes
Independent Director Huang, Lan-Ying 2022-11-10 Taiwan Corporate Governance Association Net zero emission, carbon neutrality, and corporate compliance 3 Yes
2022-11-18 Accounting Research and Development Foundation Promotion of green transformation: net zero carbon emission 3 Yes
2023-05-11 Taiwan Corporate Governance Association Looking at the information security governance strategies of listed companies from the perspective of ESG (Environmental, Social, Governance) corporate sustainability. 3 Yes
2023-11-09 Taiwan Corporate Governance Association Board of Directors / Senior Management Roles and Responsibilities in ESG Governance 3 Yes

Report on Performance Evaluation Results of the Board of Directors and Functional Committees

To enhance corporate governance and improve the functionality of our board of directors, our company has established clear performance objectives to enhance operational efficiency. On December 26, 108, we passed the “Regulations Governing the Performance Evaluation of the Board of Directors” to implement corporate governance effectively.

According to the “Regulations Governing the Performance Evaluation of the Board of Directors,” the board’s performance evaluation is conducted annually, with the assessment for each fiscal year carried out at the end of that year. The evaluation results should be reported to the Compensation Committee and the Board of Directors before the end of the first quarter of the following fiscal year.

Performance Evaluation Report