TECO

Organizational system of the business group

Organization

Status of corporate governance

The board of directors

( Term : 2021/7/23-2024/7/22 )

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 11 seats (including four 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.

Chwen-Jy, ChiuChairman

MBA, University of Michigan, Ann-Arbo, US

Cheng-Tsung, HuangDirector

Department of Economics, Fu-Jen Catholic University

Show-Shoun, ChouDirector

PhD of Policy Analysis and Administration, Cornell University, US

Ben-Qing, ChengDirector

Master of Public Administration, National Chengchi University, Taiwan

Li-Chong, HuangDirector

Master of Science, University of Warwick, UK

Yu-Ren, HuangDirector

Master of Electric Engineering, Columbia University, US

Song-Ren, FangDirector

PhD of Material Science and Engineering, Stanford University, US

Wei-Chi, LiuIndependent Director

PhD of Business Administration, Northwestern University, US

Xiang-Zhong, ChenIndependent Director

Bachelor of Industrial Engineering, Purdue University, US

Xie-Xing, HuangIndependent Director

Master of Laws Program for Executive, National Chengchi University, Taiwan

Master of Business Management, National Sun Yat-sen University, Taiwan

Li-Zhen, LinIndependent Director

Master of Business Administration, Tulane University, US

Independent Director

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 15, 2021, shareholders owning 1% or higher of total issued shares can nominate, in written form, list of candidates for directors (including independent directors). The 26th board of directors contains four seats of independent directors.

At the 25th Meeting of the Company's Board of Directors on March 31, 2021, the Company nominated candidates for the 26th independent director of the Company's 2021 Eastern Regular Session and at the 26th Meeting of the 25th Meeting of the Company's Board of Directors on April 12, 2021, The candidates shall be examined in accordance with the relevant provisions of Article 192.1 of the Company Law, the Securities Exchange Law and the "Establishment of independent directors of public Companies and the Measures for matters to be followed".

At its regular meeting of Shareholders on July 23, 2021, the Company elected four independent directors in accordance with the "Measures for the Establishment of Independent Directors and Matters to be observed in A Public Company" :

name Education Experience
Wei-Chi, Liu
  • Ph. D. of Business Administration, Northwestern University
  • Master of Business Administration, Northwestern University
  • Bachelor of Business Administration, National Cheng Kung University
  • President of Chung Hua University
  • Independent Director of An-shin Food Services Co., Ltd.
  • Independent Director of Fusheng Precision Company
  • Chairman of Taiwan High Speed Rail Corp
  • Chairman of International Bills Finance Corp
  • Chairman of ROC Private School Faculty and Staff Retirement, Compensation, Resignation and Severance Fund Management Committee
Xiang-Zhong, Chen
  • Department of Industrial Engineering, Purdue University
  • Director of The Taipei Independent Director Association
  • Supervisor of Powtec Electro Chemical
  • Director of the Institute for National Policy Research
  • Vice President of Criminal Investigation and Prevention Association of the Republic of China
Xie-Xing, Huang
  • Master of Laws Program for Executive, National Chengchi University, Taiwan
  • Master of Business Management, National Sun Yat-sen University, Taiwan
  • Bachelor of Economics, National Chengchi University, Taiwan
  • Chairman and Founder of Chungsun Prime Certified Public Accountants
  • Director of Accounting Research and Development Foundation
  • Member of The CPA Discipline Committee, Financial Supervisory Commission
  • Director of CPA Associations R.O.C(Taiwan)
  • Supervisor of Taiwan Television Enterprise Co., Ltd.
  • Supervisor of Taiyen Biotech Co., Ltd.
Li-Zhen, Lin
  • Master of Business Administration, Tulane University, US
  • Bachelor of Law, National Taipei University, Taiwan
  • International Partner of Jones, Day, Reavis & Pogue
  • Independent Director of Cheng Uei Precision Industry Co., Ltd.
  • Independent Supervisor of Silicon Application Corp.
  • Supervisor of China Metal Products Co., Ltd.
  • Independent Director of Super Dragon Technology Co., Ltd.




mailbox of independent director: supervisor@teco.com.tw

Audit Committee

The company set up the "audit committee" in 2013, in place of original supervisors. The committee consists of independent directors (four seats), who elect among themselves a convener and chairman of meeting. Convener of the current audit committee is Mr. Wei-Chi Liu.

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 Wei-Chi Liu
  • President of Chung Hua University
  • Independent Director of An-shin Food Services Co., Ltd.
  • Independent Director of Fusheng Precision Company
  • Chairman of Taiwan High Speed Rail Corp
  • Chairman of International Bills Finance Corp
  • Chairman of ROC Private School Faculty and Staff Retirement, Compensation, Resignation and Severance Fund Management Committee
Independent director Xie-Xing Huang
  • Chairman and Founder of Chungsun Prime Certified Public Accountants
  • Director of Accounting Research and Development Foundation
  • Member of The CPA Discipline Committee, Financial Supervisory Commission
  • Director of CPA Associations R.O.C(Taiwan)
  • Supervisor of Taiwan Television Enterprise Co., Ltd.
  • Supervisor of Taiyen Biotech Co., Ltd.
Independent director Li-Zhen Lin
  • International Partner of Jones, Day, Reavis & Pogue
  • Independent Director of Cheng Uei Precision Industry Co., Ltd.
  • Independent Supervisor of Silicon Application Corp.
  • Supervisor of China Metal Products Co., Ltd.
  • Independent Director of Super Dragon Technology Co., Ltd.
Independent director Xiang-Zhong Chen
  • Director of The Taipei Independent Director Association
  • Supervisor of Powtec Electro Chemical
  • Director of the Institute for National Policy Research
  • Vice President of Criminal Investigation and Prevention Association of the Republic of China

Compensation Committee

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. Xiang-Zhong Chen, 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 Xiang-Zhong Chen
  • Director of The Taipei Independent Director Association
  • Supervisor of Powtec Electro Chemical Corporation
  • Director of the Institute for National Policy Research
  • Vice President of Criminal Investigation and Prevention Association of the Republic of China
Member Wei-Chi Liu
  • President of Chung Hua University
  • Independent Director of An-shin Food Services Co., Ltd.
  • Independent Director of Fusheng Precision Company
  • Chairman of Taiwan High Speed Rail Corp
  • Chairman of International Bills Finance Corp
  • Chairman of ROC Private School Faculty and Staff Retirement, Compensation, Resignation and Severance Fund Management Committee

Corporate Governance and Sustainability Committee

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 Ms. Li-Zhen Lin, 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 Li-Zhen Lin
  • International Partner of Jones, Day, Reavis & Pogue
  • Independent Director of Cheng Uei Precision Industry Co., Ltd.
  • Independent Supervisor of Silicon Application Corp.
  • Supervisor of China Metal Products Co., Ltd.
  • Independent Director of Super Dragon Technology Co., Ltd.
Member Xie-Xing Huang
  • Chairman and Founder of Chungsun Prime Certified Public Accountants
  • Director of Accounting Research and Development Foundation
  • Member of The CPA Discipline Committee, Financial Supervisory Commission
  • Director of CPA Associations R.O.C(Taiwan)
  • Supervisor of Taiwan Television Enterprise Co., Ltd.
  • Supervisor of Taiyen Biotech Co., Ltd.
Member Xiang-Zhong Chen
  • Director of The Taipei Independent Director Association
  • Supervisor of Powtec Electro Chemical Corporation
  • Director of the Institute for National Policy Research
  • Vice President of Criminal Investigation and Prevention Association of the Republic of China
Member Chwen-Jy Chiu
  • Chairman of Taiwan Pelican Express Co., Ltd.
  • Chairman of Motovario S.p.A
  • Chairman of TECO Westinghouse Motor Company
  • Director of Chinese International Economic Cooperation Association
  • Director of Center for Corporate Sustainability
Member Show-Shoun Chou
  • Legislator, Legislative Yuan, ROC
  • Convener, Science and Technology Legislative Alliance, Legislative Yuan, ROC
  • Secretary general of Monte Jode Science & Technology Association of Taiwan
  • Vice Chairman of ADATA Technology Co., Ltd.
  • Consultant, Chairman & CEO Office, Hon Hai Precision Ind. Co., Ltd.