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 2024, the Board of Directors held a total of 7 meetings, with a physical attendance rate of 97.96% 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.
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Criteria
Name |
Professional Qualification and Experience |
Independent Directors’ Independence Status |
Number of Other Taiwanese Public Companies Concurrently Serving as an Independent Director |
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Cheng-Hsien, Wu
|
Mr. Cheng-Hsien, Wu obtained a M.S. degree in Applied Chemistry from National Tsing Hua University and has over 40 years work experience. Since joined the Nan Pao Research Department in 1977, he has served as the director of Bao Li Plant, the general manager of the R&D Department, the executive general manager of the Adhesives and Specialty Business Division and the general manager. He served as the chairman of Nan Pao Resins Chemical Co., Ltd. from 2014. He is professionally proficient in industry knowledge, business management, and leadership decision-making. |
Chairman Wu also serves as director, supervisor and chairman of the Company's affiliates and is not an independent director. |
0 |
|
Pou Chien Enterprise Co., Ltd. Representative: Wang-Chyan, Lin |
Mr. Wang-Chyan, Lin obtained a M.S. degree in Philosophy from Tunghai University and has over 20 years of experience in human resources. He joined Pou Chen Group in 2016 and has served as the Deputy General Manager and Chief Human Resources Officer of Pou Sheng International (Holdings) Limited. Since 2024, he has served as the Executive Senior Manager of Global Supply Chain Management Head Office of Pou Chen Corporation. Mr. Lin currently serves as Director of Top Units Developments Ltd. and Ka Yuen Rubber Factory Ltd. He is professionally proficient in industry knowledge, human resources and business management. |
Director Lin is representative of the Company’s institutional director (Pou Chien Enterprise) and is not an independent director. 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 |
Mr. Ming-Hsien, Hsu obtained a M.S. degree in Industrial Management from National Cheng Kung University and has over 30 years work experience. Since joined the Enterprise Management Office in 1986, he has served as the manager of the General Management Office and the deputy general manager of the Planning Office. He served as the CEO of Nan Pao Resins Chemical Co., Ltd. from 2017. He is professionally proficient in industry knowledge, business management, and leadership decision-making. |
Director Hsu also 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) and is not an independent director. 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: Ying-Lin, Huang |
Mr. Ying-Lin, Huang obtained a M.S. degree in Applied Chemistry from Waseda University in Japan. He has served as the Senior Specialist of the New Business Development Center and the Special Assistant of the Chief Executive's Office. Mr. Huang currently serves as the Executive General Manager in Sports Goods Adhesives and Materials Business Division of Nan Pao Chemical Co., Ltd. and Director of Advant Analytics Tactics Ltd., Apogee Optocom Co., Ltd., Ferrule Precision Co., Ltd., and Opulence Optronics Co., Ltd. He is professionally proficient in industry knowledge and leadership decision-making. |
Director Huang also serves as the Executive General Manager in Sports Goods Adhesives and Materials Business Division, director of the Company's affiliates. He is representative of the Company’s institutional director (Guang Rong Investment), moreover, the individual (or under nominees), spouse and minors hold more than 1% of the Company's issued shares. He is not an independent director. 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 |
Mr. Yun, Chen graduated from Industrial Chemistry of Tung Hai University and subsequently obtained a M.S. degree in Macromolecule from National Tsing Hua University and a Ph.D. degree in Synthetic Chemistry, Faculty of Engineering from University of Tokyo, Japan. Mr. Chen has over 40 years work experience. He has served as the Distinguished Professor of National Cheng Kung University and currently serves as the Honorary Professor of National Cheng Kung University. He is professionally proficient in industry knowledge. |
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 |
Mr. Yung-Cheng, Chiang graduated from Faculty of Law of Soochow University and has over 30 years work experience. He has served as the judge of Taiwan Kaohsiung District Court and Taiwan High Court Kaohsiung Branch Court. Currently he serves as the lawyer of Attorney of Cheng Bang & Cheng Yang Joint Law Firm. Mr. Chiang had more than 25 years of experience practicing in a law firm. Furthermore, he served as the Independent Director of Long Da Construction & Development Corporation, Taiwan Secom Co., Ltd. and Top High Image Corp. He is professionally proficient in law. |
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 |
Ms. Chin-Jung, Kuo graduated from Institute of Industrial Management of National Cheng Kung University and subsequently obtained a M.S. degree in Accounting from University of Southern Illinois, USA. Ms. Kuo has over 30 years work experience. She has served as the deputy chairperson of Accounting and Audit Committee, Taipei City Certified Public Accountants Association, the director and supervisor of National Federation of CPA Associations of the Republic of China and the adjunct assistant professor of Department of Accounting, Tamkang University. Currently she serves as the chairperson of Accounting and Audit Committee, CPA Association of Taiwan Province, the managing partner of Guangxin Yiqun Certified Public Accountants Firm and the chairman of Taipei Tax Agents Association. |
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. |
1 |
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.
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Management targets： (1)At least 1 female director of the board members；
(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 board members include one female director, with women making up 14.29% of the board.； (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. |
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Achieved |
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Achieved |
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Achieved |
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Achieved |
Implement the Policy of Diversification in the Board
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Divercification Core Items
Name |
Basic Condition and Value |
Date First Appoint-ment |
Tenure of Indepen-dent Directors |
Employ-ed by NanPao |
Concur-rently Serve as Manager |
Professional Knowledge and Expertise |
Industrial Experience |
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Gender |
Age |
Nationa-lity |
Indus-try Expe-rience |
Busi-ness Manage-ment |
Leader-ship Decision-making |
Finance and Accoun-ting |
Legal |
Human Resour-ces |
ESG |
Risk Manage-ment |
Chemical Enginee-ring |
Sports and Leisure |
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|
Cheng-Hsien, Wu |
Male |
71-80 |
ROC |
20140627 |
|
|
|
ü |
ü |
ü |
|
|
|
ü |
|
ü |
|
|
Ming-Hsien, Hsu |
Male |
61-70 |
ROC |
20140627 |
|
ü |
ü |
ü |
ü |
ü |
|
|
|
ü |
ü |
ü |
|
|
Ying-Ling, Huang |
Male |
31-40 |
ROC |
20200616 |
|
ü |
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 |
ü |
|
|
|
Chin-Jung, Kuo (Independent Director) |
Female |
61-70 |
ROC |
20230621 |
1-3 year |
|
|
|
ü |
ü |
ü |
|
|
ü |
ü |
|
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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 the next 2-3 years.