Structure of Board of Director
Directors’ Professional Qualifications and Independent Directors’ Independence Status
For the nomination and election of Directors, the Director election procedures are undertaken in accordance with the Company Act and the relevant regulations in a fair, just and transparent manner. The composition of the Board of Directors shall take into consideration the organizational culture, business model and long-term development, as well as implementing the diversity policy for the Board members. The Board members shall possess the knowledge, skills and competence required for performing their duties. Of which, they shall possess capabilities in the following fields, namely business judgment, accounting and financial analysis, business management, crisis management, industrial knowledge, international market perspective, leadership and decision-making.
The Board of Directors at Nan Pao is led by Chairman WuCheng-Hsien. The board receives quarterly reports from the management team, covering operational performance, environmental safety, investment outcomes, and more. Additionally, appropriate recommendations are provided concerning the business strategies proposed by the management team. There is a smooth communication channel between the management team and the board, dedicated to achieving the company's objectives and maximizing benefits for stakeholders.
In accordance with the Company's Articles of Association, the Board of Directors convenes at least once per quarter to oversee and understand the execution of operational plans, the presentation of financial statements, audit reports, and their follow-up. In 2025, the Board of Directors held a total of 8 meetings, with a physical attendance rate of 98.21% for all directors, exceeding the board attendance target of 95%. This demonstrates the Board's commitment to diligently overseeing and understanding the implementation of operational plans.
|
Criteria
Name |
Professional Qualification and Experience |
Independent Directors’ Independence Status |
Number of Other Taiwanese Public Companies Concurrently Serving as an Independent Director |
|
Cheng-Hsien, Wu
|
Chairman Wu graduated from the Department of Chemistry at National Tsing Hua University and later obtained a M.S. degree in Applied Chemistry at the same university. l Industry Experience: Chairman Wu joined Nan Pao Resins in 1977, starting in the R&D department. Over the years, he has held various key positions, including Plant Manager of the Bao Li Plant, General Manager of the R&D department, Executive General Manager of the Adhesives and Specialty Business Division, and General Manager. Since 2013, he has served as the Chairman of the Company. l Risk Management Experience: Chairman Wu serves as a member of the Company’s Sustainable Development Committee, which is responsible for overseeing risk management practices, including sustainability risk, compliance risk, and information security risk. Chairman Wu has been dedicated to the chemical resins industry for over 20 years, with proven expertise in business management, strategic leadership, and ESG practices. |
Chairman Wu serves as a director, supervisor, or chairman of the Company’s affiliated enterprises. For others, conformance to independence specified in article 3-1 of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies,"promulgated by the Financial Supervisory Commission. |
0 |
|
Pou Chien Enterprise Co., Ltd. Representative: Chih-Hung, Shi |
Director Shih graduated from the Department of Accounting at Chung Yuan Christian University. He currently serves as Vice President of the Global Supply Chain Management Headquarters and Chief Financial Officer of Pou Chen Corporation, as well as a Director of Jih Sheng Chemical Co., Ltd. He previously served as Spokesperson of Pou Chen Corporation (2021–2022), Executive Director of Yue Yuen Industrial (Holdings) Limited (2020–2025), and Director of Elitegroup Computer Systems Co., Ltd. (2021–2023). l Industry experience: Since 2020, he has held management positions within the Pou Chen Group and assumed the role of Vice President of the Global Supply Chain Management Headquarters in May 2022 and again in March 2024. Director Shih possesses strong expertise in accounting and corporate management. |
Director Shih serves as the representative of one of the Company’s corporate shareholders,Pou Chien Enterprise. For others, conformance to independence specified in article 3-1 of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies," promulgated by the Financial Supervisory Commission.
|
0 |
|
Guang Rong Investment Ltd. Representative: Ming-Hsien, Hsu |
Director Hsu graduated from the Department of Business Administration at National Sun Yat-sen University and later obtained a M.S. degree from the Institute of Industrial Management at National Cheng Kung University. He currently serves as an Independent Director and a Member of the Compensation Committee of Lightel Corporation and a Member of the Compensation Committee of Minson Integration, Inc. l Industry Experience: Director Hsu joined Nan Pao Resins in 1986, where he has held various managerial roles including Manager of the General Administration Division and Deputy General Manager of the Planning Division. l Risk Management Experience: Director Hsu serves as a member of the Company’s Sustainable Development Committee, which is responsible for overseeing risk management practices, including sustainability risk, compliance risk, and information security risk. l Information Security Experience: Director Hsu also serves as the Convener of the Information Security Committee, overseeing the Group’s digital transformation and information security strategy. Under his leadership, the Company obtained ISO 27001 Information Security Management System (ISMS) certification on July 22, 2022, and became a member of TWCERT/CC. Since assuming the role of Chief Executive Officer in 2017, Director Hsu has led the Company on a stable path toward sustainable innovation, low-carbon manufacturing, and digital transformation, in pursuit of the Company’s vision to "become an indispensable strategic partner to industries through innovative and eco-friendly products." Director Hsu has over 20 years of experience in the management of the chemical resins industry, with professional expertise in business operations, leadership and strategic decision-making, and ESG development. |
Director Hsu serves as the Company’s CEO, director and supervisor of the Company's affiliates. He is representative of the Company’s institutional director (Guang Rong Investment), one of the Company’s top five institutional shareholders. For others, conformance to independence specified in article 3-1 of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies," promulgated by the Financial Supervisory Commission. |
2 |
|
Guang Rong Investment Ltd. Representative: Ying-Lin, Huang |
Director Huang graduated from the Department of Chemistry at the University of Southern California and later obtained a M.S. degree from the Graduate School of Applied Chemistry at Waseda University in Japan. He currently serves as a Director of Apogee Optocom Co., Ltd. and Contact BioSolutions Australia Pty. Ltd. l Industry Experience: Director Huang joined Nan Pao’s New Business Development Center in 2023, and has held key roles including Special Assistant to the CEO and Executive General Manager of Sports Goods Adhesives and Materials Business Division. Director Huang possesses professional expertise in business management and strategic leadership. |
Director Huang serves as the Executive General Manager in Sports Goods Adhesives and Materials Business Division of the Company, director, supervisor or Chairman of the Company's affiliates. He is representative of the Company’s institutional director (Guang Rong Investment), one of the Company’s top five institutional shareholders. Moreover, the individual or under nominees hold more than 1% of the Company's issued shares. For others, conformance to independence specified in article 3-1 of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies," promulgated by the Financial Supervisory Commission. |
0 |
|
Yun, Chen |
Independent Director Chen graduated from the Department of Chemical Engineering at Tunghai University. He subsequently obtained a M.S. degree in Macromolecule from National Tsing Hua University and a Ph.D. in Synthetic Chemistry, Faculty of Engineering from University of Tokyo, Japan. He currently serves as an Honorary Professor in the Department of Chemical Engineering at National Cheng Kung University. l Industry Experience: Independent Director Chen previously worked as a polymerization engineer at Xin Zhong Fiber Industrial Co., Ltd. (1975–1977) and served as Deputy Manager of the Joint Research and Development Department at Chien Hsin and Kuang Nan Enterprises Co., Ltd. (1977–1984). l Risk Management Experience: Independent Director Chen serves as the Convener of the Audit Committee and the Sustainable Development Committee of the Company, which are responsible for overseeing risk management practices in the areas of financial risk, internal control risk, sustainability risk, compliance risk, and information security risk. Independent Director Chen has been dedicated to education and research in polymer chemistry, optoelectronic polymer materials, and fluorescent sensing materials for over 30 years, and possesses strong expertise in ESG-related matters. |
Before and during his tenure, and in the two years prior to his appointment, Independent Director Chen met the qualifications stipulated by the Financial Supervisory Commission's "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" and Article 14-2 of the Securities and Exchange Act. Additionally, as provided by Article 14-3 of the Securities and Exchange Act, Independent Directors have been granted the authority to fully participate in decision-making and express their opinions, enabling them to independently carry out their relevant duties. |
0 |
|
Yung-Cheng, Chiang |
Independent Director Chiang graduated from the Department of Law at Soochow University. He currently serves as an Independent Director of Long Da Construction & Development Corporation, Taiwan Secom Co., Ltd. and Top High Image Corp., as well as a practicing attorney at Cheng Pang / Cheng Yang Law Firm. He previously held positions as a Judge at the Kaohsiung District Court (1986–1997) and the Kaohsiung Branch of the Taiwan High Court (1997–1999), and served as a Director of Nan Ho Hsing Industrial Co., Ltd. l Risk Management Experience: Independent Director Chiang serves as a member of the Audit Committee and the Sustainable Development Committee of the Company, which are responsible for overseeing risk management practices in the areas of financial risk, internal control risk, sustainability risk, compliance risk, and information security risk. Independent Director Chiang has practiced law for over 25 years and possesses professional expertise in legal affairs and ESG-related matters |
Before and during his tenure, and in the two years prior to his appointment, Independent Director Chiang met the qualifications stipulated by the Financial Supervisory Commission's "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" and Article 14-2 of the Securities and Exchange Act. Additionally, as provided by Article 14-3 of the Securities and Exchange Act, Independent Directors have been granted the authority to fully participate in decision-making and express their opinions, enabling them to independently carry out their relevant duties. |
3 |
|
Jing-Jung, Kuo |
Independent Director Kuo earned a M.S. degree in Industrial Management from National Cheng Kung University and later obtained a M.S. degree in Accounting from Southern Illinois University in the United States. She currently serves as the Chairman of the Accounting and Auditing Committee of CPA Association R.O.C. (Taiwan), Managing Partner of RSM Taiwan, Chairman of Taipei Tax Agents Association, Independent Director of Cystech Electronics Corp. Her past roles include Assistant Professor in the Department of Accounting at Tamkang University (2010–2024), Deputy Chairman of the Accounting and Auditing Committee of the Taipei CPA Association (2014–2017), Board Member and Supervisor of the National Federation of Certified Public Accountants Associations of the R.O.C. (2015–2021), and Supervisor of Objective Design Co., Ltd. (2017–2023). l Risk Management Experience: Independent Director Kuo serves as a member of the Audit Committee and the Sustainable Development Committee of the Company, which are responsible for overseeing risk management practices in the areas of financial risk, internal control risk, sustainability risk, compliance risk, and information security risk. Independent Director Kuo holds CPA certifications in Taiwan, the United States, and Mainland China, and has over 25 years of experience in accounting practice, taxation, and advisory services. She possesses deep expertise in accounting, business management, leadership and decision-making, taxation and ESG-related matters. |
Before and during her tenure, and in the two years prior to his appointment, Independent Director Kuo met the qualifications stipulated by the Financial Supervisory Commission's "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" and Article 14-2 of the Securities and Exchange Act. Additionally, as provided by Article 14-3 of the Securities and Exchange Act, Independent Directors have been granted the authority to fully participate in decision-making and express their opinions, enabling them to independently carry out their relevant duties. |
2 |
Diversification of the Board
In line with the policy of membership diversification for the board of directors, as stipulated in the "Corporate Governance Best Practice Principles" which includes but not restrict the following two standards:
(1)Basic condition: gender, age, nationality, race and culture, etc.
(2)Professional knowledge and skill: professional background (such as law, accounting, industry, finance, marketing or technology), professional skill and industrial experience.
The Company select 7 directors (including 3 independent directors) at 2023 Shareholders' Meeting on June 21, 2023. The members of the board are all outstanding figures in industry and academia, boasting mutually complemented industrial experience, as well as expertise in finance, accounting and law, meeting the diversified board management targets.
|
Management targets：
(1)The female directors shall reach one-third of the Board； (2)More than one-third of the board seats are independent directors；
(3)Directors concurrently act as managerial officers shall not be more than one-third of the board seats； (4)No more than two directors have a marital relationship, or a relative within the second degree of kinship to any other director of the Company. |
Target achievements：
(1)The female directors account for 14.29% of the Board, which does not reach one-third； (2)The proportion of independent directors is 42.86%；
(3)The proportion of directors concurrently act as managerial officers is 28.57%； (4)No directors have a marital relationship, or a relative within the second degree of kinship to any other director of the Company. |
- |
|
Unachieved |
||
|
Achieved |
||
|
Achieved |
||
|
Achieved |
If the board of directors does not reach one-third representation of either gender, the Company shall explain the reasons and the measures planned to enhance gender diversity on the Board:
In the past, the selection of board members has primarily focused on candidates’ professional backgrounds, industry and management experience, and their potential contribution to the Company's future development. Gender ratio was not specifically restricted. However, to further promote gender equality on the Board, the Company established a new management objective in 2024 to have female board members account for one-third of the Board seats. Future plans and measures to enhance gender diversity on the Board please refer to page 30: Goals to strengthen the functionality of the board of directors and assessment of implementation results.
Implement the Policy of Diversification in the Board
|
Items
Name |
Basic Condition and Value |
Date First Appoint-ment |
Tenure as Indepen-dent Directors |
Employ-ed by NanPao |
Concur-rently Serve as Manager |
Professional Knowledge and Skills |
Industry Experience |
||||||||||
|
Gender |
Age |
Nationa-lity |
Busi-ness Manage-ment |
Leader-ship Decision-making |
Accoun-ting |
Taxa-tion |
Legal |
Human Resour-ces |
ESG |
Chemical Enginee-ring |
Sports and Leisure |
Textile Fibers |
|||||
|
Cheng-Hsien, Wu |
Male |
71-80 |
ROC |
20140627 |
|
|
|
ü |
ü |
|
|
|
|
ü |
ü |
|
|
|
Ming-Hsien, Hsu |
Male |
61-70 |
ROC |
20140627 |
|
ü |
ü |
ü |
ü |
|
|
|
|
ü |
ü |
|
|
|
Ying-Ling, Huang |
Male |
31-40 |
ROC |
20200616 |
|
ü |
ü |
ü |
ü |
|
|
|
|
|
ü |
|
|
|
Wang-Chyan, Lin |
Male |
51-60 |
ROC |
20240318 |
|
|
|
ü |
ü |
|
|
|
ü |
|
|
ü |
|
|
Yun, Chen (Independent Director) |
Male |
71-80 |
ROC |
20171212 |
7-9 year |
|
|
|
|
|
|
|
|
ü |
|
ü |
ü |
|
Yung-Cheng, Chiang (Independent Director) |
Male |
61-70 |
ROC |
20171212 |
7-9 year |
|
|
|
|
|
|
ü |
|
ü |
|
|
|
|
Chin-Jung, Kuo (Independent Director) |
Female |
61-70 |
ROC |
20230621 |
1-3 year |
|
|
ü |
ü |
ü |
ü |
|
|
ü |
|
|
|
Independence of the Board
The board of the Company is independent:
(1)7 seats include 3 independent directors (42.86%). All independent directors meet the independence conditions of the "Measures for the Appointment of Independent Directors of Public Offering Companies and Matters to Be Followed".
(2)Independent directors shall serve no more than three consecutive terms, and concurrently serve as independent directors of other public companies shall not exceed three. There are 2 independent directors whose term of office is 7-9 years, and 1 independent director whose term of office is 1-3 years.
(3)There is no spouse or second-degree relative relationship between directors (there is no circumstance specified in Item 3 and Item 4 of Article 26-3 of the Securities Exchange Act).
(4)All directors uphold a high degree of self-discipline. Those who have an interest in the proposals listed on the board of directors, themselves or the legal person they represent, shall not participate in the discussion when the important content of their interest relationship is stated at the board meeting, if it is harmful to the interests of the Company, the directors shall be abstained from discussion and voting, and shall not act on behalf of other directors to exercise their voting rights.
Succession Planning
The Company's "Articles of Association" stipulate a comprehensive candidate nomination system for the election of directors. In accordance with the "Corporate Governance Code of Practice" and the "Procedure for Election of Directors," the company implements a policy to diversify the composition of the board of directors. Currently, there are a total of 7 directors, including 3 independent directors, who possess diverse and complementary industry experience, as well as expertise in law, accounting, finance, and other professional capabilities. Among them, 3 directors also hold positions in the company's senior management.The current Chairman of the Board, Mr. Wu Cheng-Hsien, joined the Nan Pao Resins in the Research Department in 1977. He has held various positions, including Plant Manager of Pao Li Factory, General Manager of the Research Department, Executive General Manager of the Adhesive Business Division, and General Manager. He joined the Board of Directors in 2014 and assumed the position of Chairman, with primary responsibilities centered on promoting corporate governance. In the future, the composition and the professional backgrounds of the Board members will continue to follow the current structure.
When evaluating executive directors and other key talents, the company places particular emphasis on their extensive management experience, integrity and ethical conduct, and strong commitment to the company's long-term development. The following criteria are considered in the gradual establishment of a database for board candidate selection:
- Align with the company's policy on the diversity of board members.
- Demonstrate integrity, accountability, innovation, and decision-making skills in line with the core values of the company.Possess professional knowledge and skills that contribute to the company's operational and managerial excellence.
- Have relevant industry experience related to the company's business.
Board candidates are jointly recommended by major shareholders or senior internal executives, followed by nomination by the Board of Directors. This process ensures that the selection of leaders is both credible and widely recognized within the organization.
The Company has also established the “Procedures for Performance Evaluation of the Board of Directors”, which include assessment criteria such as understanding of the company and awareness of responsibilities, level of participation in company operations, professional expertise and continuous education, as well as internal controls. These evaluations serve to confirm the effective functioning of the Board and assess the performance of individual directors, providing a reference for future Board member selection.
Taking into account the comprehensive considerations and selection criteria mentioned above, the company has identified a successor for the position of Chairman. The transition is scheduled to take place within 2026.