Board of Directors
Organization
Directors' Members
| Title | Name | Experience |
|---|---|---|
| Chairman | Po-Lin, Chen | General Manager & CEO, Dong Fang Offshore Co., Ltd. Director, Zhongyi Energy Co., Ltd. Director, Dong Fang Speer Marine Co., Ltd. Site Engineer, Hung Hua Construction Co., Ltd. Special Assistant to the Chairman, Hung Hua Construction Co., Ltd. COO, Dong Fang Offshore Co., Ltd. |
|
Director |
Representative: Chung-Pang, Chen (Hung Hua Construction Co., Ltd.) |
Director & General Manager, Hung Hua Construction Co., Ltd. Director, Jung Hsing Marine Construction Co., Ltd. |
|
Director |
Representative: Tsung-Fu, Chen (Hung Hua Construction Co., Ltd.) |
Chairman, Jung Hsing Marine Construction Co., Ltd. Director & Executive Vice General Manager, Hung Hua Construction Co., Ltd. |
|
Director |
Representative: Chih-Hung, Lin (Hung Hua Construction Co., Ltd.) |
Finance Manager, Hung Hua Construction Co., Ltd. Manager, Trust Department, King’s Town Bank |
|
Director |
Hai-Ling, Wang | Director, Funocapital Co., Ltd. Corporate Director, Yu Cheng intelligence Co., Ltd. Supervisor, DRSIGNAL BIOTECHNOLOGY CO., LTD. Supervisor, ACHIEVEMENT INVESTMENT CO., LTD. Supervisor, Joy Love International Trading CO., LTD. Supervisor, MZSY International Co., Ltd. |
| Independent Director | Hsin-Hui, Chou | Professor, Department of Business Administration, College of Management, National Cheng Kung University |
| Independent Director | Hui-Ying, Wang | Independent Director, Fulgent Sun International (Holding) Co., Ltd. - Director, Fuding Asset Management Co., Ltd. Bank Manager, Cianjhen Branch, First Commercial Bank Bank Manager, Luzhu Branch, First Commercial Bank Bank Manager, Kaohsiung Branch, First Commercial Bank Senior Associate General Manager and Director, Tainan Regional Center, First Commercial Bank Senior Associate General Manager and Director, Kaohsiung Regional Center, First Commercial Bank |
| Independent Director | Pan-Chiang, Yang | Managing Attorney, Pan-Chiang, Yang Law Firm Director, Swancor Holding Co., Ltd. Director, Swancor Liangcha Culture Foundation Independent Director, Vetnostrum Animal Health Co., Ltd |
| Independent Director | Men-Feng, Wu | Executive Director, Academia-Industry Consortium For Southern Taiwan Science Park Deputy Director, Southern Taiwan Science Park Directo, Highways Bureau, MOTC Deputy Minister, Ministry of Transportation and Communications Chairman, Vehicle Safety Certification Center Director, Straits Exchange Foundation Chairman, China Aviation Development Foundation Chairman, Taiwan International Ports Corp., Ltd. President, Association of Taiwan Ports Chairman, China Engineering Consultants Inc. Supervisor, Taiwan Artists Symphony Orchestra Culture Foundation Supervisor, Tainan City Zhi-Yuan Foundation President, Taiwan Telematics Industry Association Director, Asia Pacific Public Private Partnership Association Director, Transportation & Traffic Foundation Independent Director, GEOSAT Aerospace & Technology Inc. Chairman, Strategy Consulting Management Co., Ltd. Director, Go Lead Mobility Co., Ltd. Director, Intelligent Transportation System |
Diversity of the Board of Directors
The election of the Company's directors shall be based on the overall composition of the Board of Directors in accordance with the “Procedures for Election of Directors”. The composition of the Board of Directors shall be determined by taking into account the diversity of the members of the Board of Directors in accordance with Article 20, Paragraph 3 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies". It is advisable that the number of directors who are also managers of the Company shall not account for more than one-third of the total number of directors, and that the Board of Directors shall be designed to operate in a manner that is consistent with the Company's business model and development needs, including but not limited to the following two criteria:
I. Basic conditions and values: Gender, age, nationality, and culture.
II. Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.
The election of the Board of Directors shall be based on the criteria of the members of the Board of Directors shall have the necessary knowledge, skills and education to perform their duties. Their overall industrial experience and ability are as follows:
I. Ability to make operational judgements.
II. Ability to perform accounting and financial analysis.
III. Ability to operate and manage.
IV. Ability to manage crises.
V. Industry knowledge.
VI. Knowledge of international markets.
VII. Ability to lead.
VIII. Ability to make decisions.
Implementation of the board diversity policy
The Board of Directors currently consists of nine directors, including four independent directors (accounting for 44.44% of the total number of directors) and two female directors (accounting for 22.22% of the total number of directors). The members of the Board of Directors have diversified backgrounds. Multiple directors are marine engineering professionals, while others have professional backgrounds in industries, academia, law and finance. The directors can provide professional knowledge and opinions from all aspects, strengthening the Company's operations and overall development.
As of February 28, 2025, four directors were over 61 years old, one director was between 51-60 years old, two directors were between 41-50 years old, and two directors were between 31-40 years old. The organization with a wide age group is considered a sound organization with various professional experience inheritance and innovative and reform development.
| Title | Director | Director | Director | Director |
Director |
Independent Director |
Independent Director |
Independent Director |
Independent Director |
|
| Name | Po-Lin, Chen | Chung-Pang, Chen | Tsung-Fu, Chen | Chih-Hung, Lin | Hai-Ling, Wang | Hsin-Hui, Chou | Hui-Ying, Wang | Pan-Chiang, Yang | Men-Feng, Wu | |
|
Nationality |
Republic of China |
Republic of China | Republic of China | Republic of China | Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
|
|
Gender |
Male |
Male | Male | Male | Female | Male | Female | Male | Male | |
| With employee status | V | |||||||||
|
Age |
31 - 40 years old |
V | V | |||||||
|
41 - 50 years old |
V | V | ||||||||
|
51 - 60 years old |
V | |||||||||
|
Over 61 years old |
V | V | V | V | ||||||
| Industry experience | Ability to make operational judgments | V | V | V | V | V | V | V | V | V |
| Accounting and financial analysis ability | V | V | ||||||||
| Ability to operate and manage. | V | V | V | V | V | V | V | V | V | |
| Ability to manage crises. | V | V | V | V | V | V | V | V | V | |
| Industry knowledge. | V | V | V | V | ||||||
| Knowledge of international markets. | V | V | V | V | V | V | V | V | V | |
| Ability to lead. | V | V | V | V | V | V | V | V | V | |
| Ability to make decisions. | V | V | V | V | V | V | V | V | V | |
| Professional ability | Related to marine engineering | V | V | V | V | |||||
| Legal-related | V | |||||||||
Communication policy between independent directors and internal audit supervisors and CPAs
I. At least one meeting is held per year between the CPAs and the audit officer to discuss the completed audit opinions of the internal audit officer and external CPAs, as well as the communication of the deficiencies found in the annual audit. The communication opinions are recorded.
II. The internal audit officer reports the audit implementation to the Audit Committee regularly.
III. The CPAs report the audit results to the Audit Committee every year.
IV. Other matters: A meeting may be held at any time in the event of a major abnormal event, or there are matters that independent directors, audit officer and CPAs deem necessary for communication.
I. Communication between independent directors and external auditors in 2025
|
Date of meeting |
Personnel present | Communication matters | Communication results |
|---|---|---|---|
| 2025/2/6 2024 pre-audit governance unit communication meeting |
Independent Director Pan-Chiang, Yang |
1. Communication plan 2. The role and responsibility of the CPA in charge 3. Annual audit plan (including judgment of key audit matters (KAM)) 4. Description of the independence of the CPAs 5. Quality management system of the CPA firm 6. Important amendments to the International Ethics Standards Board for Accountants (IESBA Code) |
All independent directors had no objections to the contents of this communication and the explanatory contents.
|
II. Communication between independent directors and the audit officer in 2024
|
Date of meeting |
Personnel present | Communication matters | Communication results |
|---|---|---|---|
| 2024/12/30 Audit Committee |
Independent Director Hsin-Hui, Chou |
1. Discussion of the 2025 audit plan. 2. Motion for revision of the internal control system. |
All independent directors had no objections to the contents of this communication and the explanatory contents.
|