公司治理

Board of Directors

Board of Directors Performance Evaluation

The Board of Directors and functional committee of TCI shall conduct an internal performance evaluation at least once a year, and shall appoint an external professional and independent organization or a team of external experts and scholars to conduct an evaluation at least once every three years. The evaluation shall include the extent of participation in the operation of the company, the quality of decisions made by the Board of Directors, the composition and structure of the Board of Directors, the selection and continuing education of directors, and internal controls.

Performance evaluation of individual board members: The evaluation includes mastery of the company's objectives and tasks, knowledge of directors' responsibilities, participation in the company's operations, internal relationship management and communication, directors' professionalism and continuing education, and internal controls.

Performance evaluation of functional committee: The evaluation includes participation in company operations, awareness of functional committee responsibilities, quality of functional committee decisions, composition and selection of functional committee members, and internal controls.

In addition to the annual self-evaluation of the Board of Directors, an external evaluation of the performance of the Board of Directors is conducted every three years to enhance the performance of the Board of Directors.

Board of Directors Succession Plan

The succession plan and implementation status of the Board of Directors and key management
personnel were reported to the Board of Directors on December 29, 2021.

In order to establish a good corporate governance system, TCI established a nomination committee in 2016, and the nomination committee prepared a reference list of board members and senior managers. The implementation of the succession plan for the Board of Directors and senior managers shall be reported to the Board of Directors at least once a year. In accordance with the Corporate Governance Practice Principles, we have implemented a policy of diversifying our Board of Directors. Currently, there are seven directors (including four independent directors) with diverse backgrounds (including two female directors), complementary industry experience and professional abilities in operations management, finance and accounting, and more than half of our directors are not employees or managers. In the future, the composition of the company's Board of Directors and the background of its members will continue to be the same. The results of the Board of Directors' performance evaluation for each year will be provided to the nomination committee of the company for reference in the nomination of directors for reappointment. Regarding the succession plan of the Board of Directors, the company nurtures senior managers to join the Board of Directors by familiarizing them with the duties, operations, and regulations of the Board of Directors and the business of various centers. In addition, through job rotation, their industrial experience can be deepened. At present, there are many senior managers who have completed relevant education and training, so the company has an abundant talent to elect as future directors. The company will consider diversity, with no more than one-third of its directors serving as managers, and will focus on diverse backgrounds with the knowledge, skills and qualifications necessary to perform their duties.

Education and Training Explanation

Schedule for the establishment and revision of the Corporate Governance Practice Principles

TCI Corporate Governance Practice Principles

Established on January 17, 2014

First amended on January 19, 2015

Second amended on April 7, 2017

Ethical Corporate Management Policy

1. The company revised the Ethical Corporate Management Best Practice Principles and the Procedures for Ethical Management and Guidelines for Conduct with reference to the Listed Companies' Ethical Corporate Management Best Practice Principles and the Procedures for Ethical Management and Guidelines for Conduct, and released the aforementioned Ethical Corporate Management Policy on the company's official website.
2. On April 30, 2020, the Board of Directors of the company approved a revised version of the Ethical Corporate Management Best Practice Principles.

Committee

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of the Company. The Audit Committee is responsible to review the Company’s: financial reports; auditing and accounting policies and procedures; internal control systems; material asset or derivatives transactions; material lending funds, endorsements or guarantees; offering or issuance of any equity-type securities; legal compliance; related-party transactions and potential conflicts of interests involving executive officers and directors; Ombudsman reports; fraud investigation reports; corporate risk management; hiring or dismissal of an attesting CPA, or the compensation given thereto; and appointment or discharge of financial, accounting, or internal auditing officers.

Under R.O.C. law, the membership of the Audit Committee shall consist of all independent Directors. TCI’s Audit Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill its responsibilities. It has direct access to TCI’s internal auditors, the Company’s independent auditors, and all employees of the Company. The Committee is authorized to retain and oversee special legal, accounting, or other consultants as it deems appropriate to fulfill its mandate. The Committee meets at least once every quarter. Please consult TCI's annual report for the relevant year for the number of meetings convened and each member’s attendance rate.

The members of Audit Committee:

  • HE, SHU-MIN
  • LI, SHIH-MING
  • LIAO, SONG-YUAN
  • GAO, ZHEN-YI

Nomination Committee

The purpose of the nomination committee is to improve the nomination system for the company's directors and functional committees. The company's Board of Directors resolved to establish the nomination committee on May 19, 2017. In accordance with the nomination committee's organizational procedures, the nomination committee shall consist of at least three directors elected by the Board of Directors, of which a majority of the independent directors shall participate. Currently, the company's nomination committee consists of all five independent directors.


In accordance with the nomination committee's organizational regulations, its duties include:

1.To establish criteria for the diversity and independence of expertise, skills, experience and gender required of board members, supervisors and senior managers, and to identify, review and nominate candidates for directors, supervisors and senior managers accordingly.

2.To construct and develop the organizational structure of the Board of Directors and committees, to conduct performance evaluation of the Board of Directors, committees, directors and senior managers, and to evaluate the independence of independent directors.

3. To establish and periodically review directors' continuing education programs and succession plans for directors and senior managers.

4.To establish Corporate Governance Practice Principles for the company.

The nomination committee meets at least twice a year. Please refer to the annual reports of the company or visit the Market Observation Post System for information on the meetings of the nomination committee and the attendance rate of each member.


Nomination Committee Organizational Procedures:

Nomination Committee Organizational Procedures of TCI

Functional Committee Composition, Responsibilities and Operation

The nomination committee is able to review and nominate candidates for director and senior manager based on the criteria of diversity of background and independence in terms of expertise, skills, experience and gender required of board members and senior managers.

Remuneration Committee

In order to improve the remuneration system for directors, supervisors and managers, the company has established the organizational rules of the remuneration committee in accordance with the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange for compliance.

Remuneration Committee Organizational Charter

Internal Audit

Internal Audit aims to assist the Board of Directors and managers in inspecting and reviewing defects in the internal control system as well as measuring operational effectiveness and efficiency. Internal Audit shall make timely recommendations for improvements to ensure sustained operating effectiveness of the system as well as provide a basis for review and correction.

Appointment, Removal, Evaluation, and Remuneration of Internal Auditors

The appointment, removal, evaluation, and remuneration of internal auditors of the company are submitted to the audit committee for approval in accordance with Article 14-5 of the Securities and Exchange Act, and then to the Board of Directors for resolution. In addition to the relevant laws and regulations, the company also follows the organizational rules of the audit committee and the organizational rules of the remuneration committee.

SUSTAINABILITY REPORT

TCI combines the research and development resources of the 14 main laboratories with the unique “Bioresource Data Mining” and “Integrated Bioscience Design” to create high-efficiency products for customers in 62 countries around the world. Based on corporate social responsibility and to implement 8 major themes, TCI has established a dedicated unit under the President’s office: CSR Sustainability Promotion Committee. With Vincent Lin serving as the convener and chairman and Chief Sustainability Officer Mandy Huang serving as the chief secretary, the committee includes: Sustainable Manufacture, Sustainable Product, Stakeholders, Risk Management, Value Chain Management, Corporate Governance, Information Security, and Social Care. The CSR Sustainability Promotion Committee consists of 15 members including accounting, legal affairs, sales, strategic intelligence, supplier, research and development, administration, corporate governance, human resources, etc. who will collectively consolidate the CSR policies and report to the Board of Directors at least once every year.
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