TECO Electric & Machinery board of directors is the company's supreme governing institution, in charge of the selection and nomination of ranking managers and the formulation of the strategy for corporate social responsibilities, corporate citizen, and sustainable development. In compliance with the "practical guidelines for corporate governance," when selecting members of the board of director, gender equality should be taken into account, as well as relevant capabilities, including business judgment, accounting and financial analysis, business administration and management, crisis management, industrial knowledge, understanding of international market, leadership, and decision making, so as to attain the ideal objective of corporate governance. According to the company's charter, the board of directors has 15 seats (including three for independent directors), for a three-year term. According to article 192-1 of the "Company Act," candidates for the board of directors are nominated and the acceptance of nomination and publication is carried out, in accordance with the regulations of the "Company Act," the "Securities and Exchange Act," and other related laws/regulations. The members of the board of directors are all outstanding figures in industry and academia, boasting abundant corporate-governance experience and industrial technological skills, as well as expertise in banking, finance, accounting, and law.
MBA, University of Michigan, Ann-Arbor
Ph.D. of Electric Engineering, University of Illinois
Ph.D. of Transportation Engineering, University of Washington
Bachelor of Economics, Fu Jen Catholic University
Bachelor & Master of Electric Engineering, Columbia University
Master of Economics, University of Pennsylvania
Master of Mechanical Engineering, University of Tokyo
Ph.D & Master, School of Accountancy, University of Missouri
Ph.D. of Electric Engineering, Cornell University
Master & Ph.D. of Electric Engineering, Northwestern University, US
Bachelor of Electric Engineering, Keio University
Bachelor of Foreign Language & Literature, Tamkang University
Bachelor of Industrial Engineering and Management, Minghsin University of Science and Technology
Financial Research in Syracuse University
Master of Mechanical Engineering, University of Houston
According to the company's charter, set up three seats of independent directors and in compliance with article 172-1 and article 192-1 of the "Company Act," specify in "announcement for acceptance of nomination for directors (including independent directors) of TECO Electric and Machinery" dated March 24, 2015, shareholders owning 1% or higher of total issued shares can nominate, in written form, list of candidates for directors (including independent directors). The 24th board of directors contains three seats of independent directors.
In the 21st meeting of the 23rd board of directors on April 13, 2015, list of nominees for the 24th board of directors (including independent directors) was presented for passage by the 2015 shareholders' meeting. According to article 192-1 of the "Company Act," the "Securities and Exchange Act," and "measures for setup and compliance for independent directors of companies with public share offering," the 23rd board of directors in its 22nd meeting on April 28, 2015 reviewed the qualifications of the nominees.
|Candidate name||Household No./Shareholding||Education||Experience|
|Tain-Jy, Chen||- / 0 share||
|Jing-Shown, Wu||- / 0 share||
|Chien-Yuan, Lin||- / 0 share||
The company's shareholders' meeting on June 11, 2015 elected three independent directors, according to "measures governing institution of independent directors and items for compliance by companies with public share offering":
|Name of position||ID No.||Name of candidates|
|Independent director||F10007****||Tain-Jy, Chen|
|Independent director||F10315****||Jing-Shown, Wu|
|Independent director||L10205****||Chien-Yuan, Lin|
Mr. Chen Tain-jy, standing director and independent director of the company's 24th board of directors, resigned on May 12, 2016 and the company's 2016 shareholders' meeting elected a new independent director to succeed him. The company's 24th board of directors screened the qualifications of candidates at its ninth meeting on April 25, 2016, according to "measures governing institution of independent directors and items for compliance by companies with public share offering."
Cheng Ting-wong, nominee for independent director, is qualified to become independent director, with his qualifications listed below:
|Name of nominee||Household No./Shareholding||Education||Experience|
|Ting-Wong, Cheng||- / 0 share||
According to the "measures for setup and compliance for independent directors of companies with public share offering," the company's shareholders' meeting on June 15, 2016, elected in an by-election an independent director, with the outcome as follows:
|Name of nominee||ID card No.||Name of candidate|
|Independent director||R10080****||Ting-Wong, Cheng|
mailbox of independent director: email@example.com
The company set up the "auditing committee" in 2013, in place of original supervisors. The committee consists of independent directors (three seats), who elect among themselves a convener and chairman of meeting. Convener of the current auditing committee is Mr. Cheng Ting-wong.
The auditing committee oversees the proper expression of the company's financial statement, selection (dismissal), independence, and performance of certified public accountants, effective execution of the company's internal control mechanism, the company's legal compliance, and management of corporate survival or potential risks. It operates according to the company's "organization regulations for the auditing committee," with its reviewing scope covering financial statement, corporate auditing and accounting policy and procedure, internal control mechanism, major transactions of assets or derivatives, public placement or issuance of securities, appointment, dismissal, and compensation of certified public accountants, and the appointment and dismissal of financial, accounting, or internal-auditing chiefs. According to the "organizational regulations of the auditing committee," the auditing committee convenes at least once every quarter. For the convening of meeting and attendance rate of committee members, please refer to the company's yearbook.
|Committee members Title||Name||Experience|
|Independent director||Jing-Shown, Wu||
|Managing director and independent director||Chien-Yuan, Lin||
For the establishment of a sound compensation system for the company's directors and managerial staffers, the company set up the "compensation committee" in August 2011, whose members, at a minimum of three, are appointed by the board of directors, including at least an independent director of the company, who, via support of all members, serves as the convener of the committee and chairman of its meetings. The convener is now served by Mr. Lin Chien-yuan, managing director and independent director.
The compensation committee is in charge of formulating and regularly reviewing the policy on the performance evaluation and compensation for directors and managing staffers. According to the "organizational regulations for the compensation committee," the compensation committee convenes at least twice a year. For the committee's meetings and attendance rates of committee members, please refer to the company's yearbook.
|Title in the committee||Name||Experience|