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Powers and responsibilities of the board of directors and implementation of diversity

The company's board of directors has a total of seven seats, and the composition structure is 43% of the three independent directors. The average tenure of directors is 7 years, of which the tenure of independent director Li Chou-Wei is less than one year; that of independent director Lai Chen-Chu is six years. The age distribution of directors includes 1 director aged 41-50, 3 directors aged 61-70 and 3 directors aged 71-80. In addition to the above, the current board members include 1 female member, and female directors account for 14%. In the future, we will continue to strive to increase the proportion of female directors.

 

Except for Chung Kuo-Sung and Kuo Huiling who are spouses of each other, the other directors and independent directors have no spouses or relatives within the second degree of relationship. General Manager Chung Kuo-Sung is the founder and major shareholder of the company. He has been deeply involved in the precision metal processing industry in Thailand for more than 30 years. His rich experience in operation and management effectively assists in organizing and coordinating the board of directors of the company to play the role of the highest decision-making unit 2019, Chairman Wang Wen-Shan resigned from the position of chairman due to his age. The company's board of directors evaluated and considered that the general manager lived in Thailand for a long time. He is proficient in the local language and culture, and his leadership ability is unmatched. It is reasonable and necessary to serve as the chairman of the company by proposing to be appointed as the chairman of the company, relying on his expertise in operation and execution.

 

Measures: The listed company considers that the chairman and the general manager are the same person. In order to strengthen the implementation of corporate governance, it has set up three independent directors according to regulations, and more than half of the directors are not employees or managers. Article 4 of the Exchange Co., Ltd. "Main Points to be Followed in the Establishment of the Board of Directors of Listed Companies and the Exercise of Powers" will be re-elected as the general manager on June 30, 2023.

Title
Name
Education and Experience
Independence
Number of independent directors of other publicly listed companies

Chairman
​Powell Group Co.,Ltd.

Chung, Kuo-Sung

Feng Chia University Department of Industrial Engineering Bachelor
Hong Yang Thailand Co., Ltd./Director
Compal Electronics /Industrial Engineers
experienced in the sheet metal processing industry for more than 30 years

​-

0

Director
Ho Sheng Holdings Co., Ltd.

Wang, Wen-Shan

Hsing Wu Junior college of commerce
Rodex Fasteners Corp. /Director and President
Member of the Overseas Chinese Affairs Committee of the Republic of China
JPP Holding Company Limited
Chiao Pao Metal Co., Ltd., Chairman
Experienced in the metal manufacturing industry for more than 40 years

​-

0

Director
Believing Power Co., Ltd.

Kuo Hui-Ling

Department of Atmospheric Sciences,
National Central university Master decree
Hong Yang Thailand Co., Ltd./Director
Hoo Thai Industrial Co., Ltd./ Director
experienced in the sheet metal processing industry for more than 30 years

​-

0

Director

Wan,Chia-Nan

U.S. University of Illinois, MBA
Chinese Culture University, Department of Economic, Master
CHFRDA /General secretary
Mega Management Advisor Co., Ltd. /President
Mega Bank Adm. Sec., Center of Asia-Pacific Region Associate/Director
Mega Bank (Thailand) /President
Possess business-related expertise for more than 40 years

​-

0

Independent Director

Audit Committee & The Convener of Compensation Committee

Lai,Chen-Chu

Graduate Council of Law, University of Soochow Master Degree.
Graded from Magistrate Training Institude of ROC.
Former Judge, Banqiao District Court, Taiwan,
The Advisor of Taipei County Government,
Honorary Lawyer of the SME Division of the Ministry of Economic Affairs R.O.C.
Vice Chairman and Executive Director of Proview International Holdings Limited (H.K.)
Supervisor of Soaring Technology Co., Ltd.
Possess legal-related professional experience with a national examination pass certificate.

0

符合「公開發行公司獨立董事設置及應遵循事項辦法」第三條之規定。
.第四屆之獨立董事其本人、配偶、二親等以內親屬未有擔任本公司或其關係企業之董事、監察人或受僱人。
.第四屆之獨立董事未有本人、配偶、二親等以內親屬或利用他人名義持有公司股份之情事。
.第四屆之獨立董事未擔任與本公司有特定關係公司之董事、監察人或受僱人
.第四屆之獨立董事最近二年提供本公司或其關係企業商務、法務、財務、會計等服務所取得之報酬金額皆為零。

Independent Director
 

The Convener of Audit Committee & Compensation Committee

Li, Chou-Wei

Tamkang University Bachelor
Graduated in International Business Administration
Passed the General Entrance Examination for Bookkeepers
The director of R&K Consulatants Limited
Professional knowledge in business investment, equity planning and accounting.

符合「公開發行公司獨立董事設置及應遵循事項辦法」第三條之規定。
.第四屆之獨立董事其本人、配偶、二親等以內親屬未有擔任本公司或其關係企業之董事、監察人或受僱人。
.第四屆之獨立董事未有本人、配偶、二親等以內親屬或利用他人名義持有公司股份之情事。
.第四屆之獨立董事未擔任與本公司有特定關係公司之董事、監察人或受僱人
.第四屆之獨立董事最近二年提供本公司或其關係企業商務、法務、財務、會計等服務所取得之報酬金額皆為零。

0​

Independent Director
 

Audit Committee & Compensation Committee

Wang, Wen-Yuan

Master Degree in Business Administration, Tunghai University

Bachelor’s Degree in Industrial Engineering, Tunghai University

 

Acting Chief Financial Officer, HTC Corporation

Vice President, Arima Communications Corporation

Board Director, Hong Jen Group

Board Director, Jin Yi Co., Ltd.

Supervisor, Shen Hua Chemical Co., Ltd.

Supervisor, TSRC (Nantong) Industrial Co., Ltd.

Supervisor, ARLANXEO-TSRC (Nantong) Chemical Industrial Co., Ltd.

Supervisor, TSRC (Shanghai) Industrial Co., Ltd., among others

Current Positions

Chief Financial Officer, TSRC Corporation

Chairman, TSRC Vietnam

Professional Expertise
Possesses expertise in business management, financial accounting, and investment-related fields.

0

符合「公開發行公司獨立董事設置及應遵循事項辦法」第三條之規定。
.第四屆之獨立董事其本人、配偶、二親等以內親屬未有擔任本公司或其關係企業之董事、監察人或受僱人。
.第四屆之獨立董事未有本人、配偶、二親等以內親屬或利用他人名義持有公司股份之情事。
.第四屆之獨立董事未擔任與本公司有特定關係公司之董事、監察人或受僱人
.第四屆之獨立董事最近二年提供本公司或其關係企業商務、法務、財務、會計等服務所取得之報酬金額皆為零。

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