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
Bachelor of Economics, Fu Jen Catholic University
Bachelor & Master of Electric Engineering, Columbia University
Ph. D. of Business Administration, Northwestern University
Master of Economics, University of Pennsylvania
Master of Mechanical Engineering, University of Tokyo
Master & Ph.D. of Electric Engineering, Northwestern University
Ph.D & Master, School of Accountancy, University of Missouri
Ph.D. of Electrical Engineering and Computer Sciences, University of California, Berkeley
Master of Mechanical Engineering, University of Houston
Advance Course for Business Manager, Division of Financial Management, National Chengchi University
Bachelor of Business Administration, University of Southern California
Master of Business Administration, National Taiwan University of Science and Technology
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 26, 2018, shareholders owning 1% or higher of total issued shares can nominate, in written form, list of candidates for directors (including independent directors). The 25th board of directors contains three seats of independent directors.
In the 21st meeting of the 24th board of directors on March 26, 2018, list of nominees for the 25th independent directors was presented for passage by the 2018 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 24th board of directors in its 23rd meeting on April 30, 2018 reviewed the qualifications of the nominees.
The company's shareholders' meeting on June 15, 2018 elected three independent directors, according to "measures governing institution of independent directors and items for compliance by companies with public share offering":
| name | Education | Experience |
|---|---|---|
| Wei-Chi, Liu |
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| Ting-Wong, Cheng |
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| Jin-Fu, Chang |
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mailbox of independent director: supervisor@teco.com.tw
The company set up the "audit 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 audit committee is Mr. Cheng Ting-wong.
The audit 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 audit 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 audit committee," the audit 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 |
|---|---|---|
| Convener | Ting-Wong, Cheng |
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| Independent director | Jin-Fu, Chang |
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| Managing director and independent director | Wei-Chi, Liu |
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In order to establish a good governance system, rationalize and strengthen management function, fulfill corporate social responsibilities, and attain sustainable development, the company set up the "corporate governance and sustainability committee" in 2018. The committee consists of more than three directors, over half of them independent directors, with convener and chairman of committee meetings being served by an independent director to be elected by committee members. The convener is now served by Mr. Wei-Chi, Liu, managing director and independent director.
The committee is in charge of reviewing the soundness of the company's corporate governance organization and system, the nomination of the candidates for directors and independent directors, supervision of the fulfillment of corporate social responsibilities and attainment of sustainable development, and strengthening of the operation and management of the units under the direct jurisdiction of the board of directors, among others. According to the company's "organization regulations for corporate governance and sustainability committee," the committee convenes at least twice a year. For the convening of meeting and attendance rate of committee members, please refer to the company's yearbook.
| Title in the committee | Name | Experience |
|---|---|---|
| Convener | Wei-Chi, Liu |
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| Member | Ting-Wong, Cheng |
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| Member | Jin-Fu, Chang |
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| Member | Chwen-Jy, Chiu |
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| Member | Mao-Hsiung, Huang |
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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. Wei-Chi, Liu, 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 |
|---|---|---|
| Convener | Wei-Chi, Liu |
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| Member | Ting-Wong, Cheng |
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| Member | Jin-Fu, Chang |
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