Board of Directors
Information on the operation of TCI's Board of Directors is as follows:
| Title | Name | Gender | Education | Experience |
| Chairman | Yung-Chiang Investment Co., Ltd. Representative: Yung-Hsiang Lin |
Male | Bachelor Degree in Botany, National Chung Hsing University |
Chairman, TCI Co., Ltd. |
| Director |
Yang Guang Investment Co., Ltd. |
Female | Master’s Degree in Business Administration, National Taiwan University EMBA School of Professional Education and Continuing Studies, National Taiwan University |
Convener of Audit Committee and member of Remuneration Committee |
| Director | DyDo Group Holdings, Inc Representative: Tomiya Takamatsu |
Male | Bachelor of Economics, Kyoto University | President, DyDo Group Holdings,INC. Former: Director, Dydo Group Holdings,INC. |
| Independent Director | Shu-Min He | Female | Master's Degree in Accounting, National Taiwan University | Member of Remuneration Committee Member of Audit Committee and Nomination Committee Independent Director, Cal-Comp Precision Holding Co., Ltd. Former: Certified Public Accountant, PwC |
| Independent Director | Shih-Ming Li | Male | Bachelor degree of Medicine, National Defense Medical Center | Member of Remuneration Committee Member of Audit Committee and Nomination Committee Attending Physician, Department of Obstetrics and Gynecology, Chung Shan Hospital Head of Reproductive Center, Chung Shan Hospital Vice President, Chung Shan Hospital Former: Director of Obstetrics and Gynecology Department, Air Force General Hospital Head of Reproductive Medicine Center, Air Force General Hospital |
| Independent Director | Sung-Yuan Liao | Male | Ph.D., National Chung Hsing University | Member of Remuneration Committee Member of Audit Committee and Nomination Committee Former: Associate Professor, Department of Life Sciences, National Chung Hsing University |
| Independent Director | Chen-Yi Kao | Male | Ph.D. in Chemistry, Tufts University | Member of Remuneration Committee Member of Audit Committee and Nomination Committee Professor, Graduate Institute of Biochemistry, National Chung Hsing University |
Board of Directors Performance Evaluation
The effective operation of the Board of Directors and the actual functioning of its guidance and supervision of the management department depend on the effective composition and division of labor of the Board of Directors, the leadership of the Chairman, the commitment of the members, and continuous learning. In accordance with Article 3 of the Reference Example of the Board of “Directors’ Performance Evaluation Regulations,” the Company states, "The performance evaluation of the Board of Directors shall be carried out at least once every three years by an external professional and independent organization or a team of external experts and scholars." In addition, TCI conducts internal performance evaluations at least once a year. With the vision of "improving the internal and external mechanisms of Taiwan's corporate governance (including legal regulations, professional standards, capital and market mechanisms, and strengthening the functions of directors and supervisors, etc.)" and "international convergence," Taiwan Corporate Governance Association provides counseling, training, evaluation, and assessment services related to corporate governance of listed companies. In response to the increasing demand of listed companies for board evaluation, the Taiwan Corporate Governance Association has launched the "Board Performance Evaluation Service." Therefore, the Company arranged for the performance evaluation of the Board of Directors of external organizations by the Taiwan Corporate Governance Association on January 18, 2022. A comprehensive review will be conducted in December 2021, and the results of the performance evaluation are expected to be presented by the Board of Directors in March 2022 on the following related topics.
- Composition of the Board of Directors
- Guidance from the Board of Directors
- Authorization of the Board of Directors
- Supervision of the Board of Directors
- Communication of the Board of Directors
- Internal Control and Risk Management
- Self-discipline of the Board of Directors
- Others (Board of Directors meetings, support systems, etc.)
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.
Important management methods
- Articles of Incorporation
- Corporate Governance Practice Principles
- Ethical Corporate Management Best Practice Principles
- Codes of Ethical Conducts for Board of Directors and Managers
- Procedures for Ethical Management and Guidelines for Conduct
- Board of Directors' Self-Evaluation or Peer Evaluation Regulations
- Regulations on Prevention of Insider Trading and Management of Internal Material Information
- Organizational Regulations of the Nomination Committee
- Measures for the Election of Directors and Supervisors
- Regulations for Self-appraisal or Peer Appraisal by TCI Board of Directors
- Integrity Management Code
- Integrity Procedures and Conduct Guidelines
- Regulations on Prevention of Insider Trading and Management of Significant Internal Information
Education and Training Explanation
In 2022, we hosted 2 risk management education courses, which are “CSR & agency risks control” and “Risk Management of Major Transactions of the Company”.
In 2021, the Company held education and training on integrity management and legal transactions, with an attendance rate of 95.99%. In addition, the Company held education and training on trade secrets, with an attendance rate of 95.31%.
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
Risk Management
The Board of Directors is the highest decision-making unit of the Company's risk management, responsible for approving the Company's risk management policies and structure and establishing the Company's risk management culture, and ultimately responsible for overall risk management.
TCI hosted risk management education for the board of directors to ensure our effective risk management, all our Board of Directors, including non-executive directors regularly receive risk management education. The risk management education is conducted once a year, including a 3-6 hour training course.
Ethical Corporate Management Policy
Integrity is the highest principle of corporate governance at TCI, and the company has zero tolerance for corruption, malfeasance and bribery. All of TCI's employees and directors follow the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, and other relevant regulations, and formulated the Integrity Management Code, the Code of Ethical Conduct for Directors and Managers, the Integrity Procedures and Conduct Guidelines, and the Regulations on Prevention of Insider Trading and Management of Material Internal Information to adhere to high professional, ethical standards.
In 2021, TCI did not receive any warnings or fines from relevant government agencies for violating corporate governance, labor and environmental protection laws and regulations, nor did TCI's managers violate insider trading laws or receive complaints from customers for violating customer privacy.
- 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.
- 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.
Nomination Committee Organizational Regulations: The Organization Rules of the nomination Committee for Dajiang Biomedical Medicine.
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
Composition, Responsibilities, and Operation of Functional Committees
The Company established the Nomination Committee to identify outstanding professionals. Shu-Min He, with more than 37 years of experience as a certified public accountant at PricewaterhouseCoopers Accounting Firm and extensive experience as an independent director in the industry, the Nominating Committee can review and nominate candidates for directors and senior managers based on the criteria of diversity and independence in terms of expertise, skills, experience, and gender required for board members and senior managers.
Remuneration Committee
To improve the remuneration system for directors, supervisors, and managers of the Company, hereby formulate the organizational regulations of the Remuneration Committee per 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.
Organizational Regulations of the Remuneration Committee
Internal Audit
The purpose of the Company’s internal audit is to assist the Board of Directors and Manager in examining and reviewing possible deficiencies in the internal control system and measuring the effectiveness and efficiency of operations, and to provide timely recommendations for improvement to ensure the continuous and effective implementation of the internal control system and to serve as a basis for reviewing and revising the internal control system.
Appointment, dismissal, evaluation, and remuneration of internal audit personnel
The appointment, dismissal, evaluation, and remuneration of the Company's internal audit personnel are submitted to the Audit Committee for approval and to the Board of Directors for resolution per Article 14-5 of the Securities and Exchange Act. In addition to the relevant laws and regulations, the Company’s Audit Committee and Renumeration Committee are governed by the Company's organizational procedures.
Tax policy
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Consider tax impact during the Company’s major decision making.
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Comply with applicable laws and regulations in different regions.
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Provide transparent financial reporting in accordance with applicable regulations.
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Enhance tax risk assessments through the operation management.
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Establish mutually trust and respectful relationships with tax authorities
Whistleblowing channels
TCI is committed to maintaining an honest and transparent corporate culture and promoting sound business operations. And also, we do not retaliate against any individual who in good faith reports an actual or potential violation of these rules or participates in an investigation of any reported violation.
Email: governance@tci-bio.com