Corporate Governance
Board of Directors
The Board of Directors serves as the highest decision-making body of the company, responsible for overseeing the company's overall operations and evaluating the management team's execution of policies. The nomination and selection of the company's board members are conducted in accordance with the provisions of the company's Articles of Incorporation. Currently, the Board consists of seven directors, including four independent directors, with a term of three years. The candidate nomination system is adopted, adhering to the "Rules for Election of Directors" and the "Corporate Governance Best Practice Principles" to ensure diversity and independence among board members, thereby fostering the effective operation of the Board. Moving forward, efforts will continue to strengthen the Board's functions, promote transparency of information, safeguard shareholders' rights, and fulfill corporate social responsibility.
The current term of the Board of Directors is from June 13, 2024, to June 12, 2027.
Experience
M.S. in Computer Science, National Chiao Tung University, Taiwan
Chairperson of GOSMIO TECHNOLOGY CO., LTD.
Chairperson and President of Megata Ltd.
Chairperson and President of Urnet Solutions Ltd.
Other Position
President of the Company
Chairperson and President of Xiang Shang Games Co., Ltd.
Chairperson and President of Aqura Technology Co., Ltd.
Chairperson of World Investment Inc.
Chairperson of Xiang Shang Education Foundation
Responsible person of Chen Hao Investment Co., Ltd.
Chairperson and President of Megata Ltd.
Chairperson and President of Velvix Corporation Ltd.
Chairperson of Crypto City CO., LTD
Experience
B.S. in Chinese Medicine, China Medical University, Taiwan
Taiwan Otolaryngology Specialist
Taiwan Chinese Medicine Clinician
Chairperson of Taiwan Anthroposophic Medicine & Health Care Platform
Chairperson of GX Foundation
Supervisor of Megata Ltd.
Supervisor of URNET SOLUTIONS LTD.
Other Position
President of Ku Otolaryngology Clinic
Chairperson of Chian-Shin Charity Foundation
Director of Xiang Shang Games Co., Ltd.
Director of Audere Gaming Co., Ltd.
Director of World Investment Inc.
Responsible person of Jui Yen International Ltd.
Responsible person of Shih Neng Investment Co., Ltd.
Diretor of Megata Ltd.
Expreience
N/A
Other Position
N/A
Experience
Kota Tinggi Secondary School, Malaysia
Founder and Permanent Honorary Consultant of Malaysia Charity Association
Other Position
Chairperson of Classic Vantage Co.,Ltd
Chairperson of Asia Elmark Co.,Ltd
Chairperson of Harvest Miracle Capital Berhad
Honorary President of the Kota Tinggi Chinese Chamber of Commerce,
Treasurer of SJK(C) Mau Wah Chinese Primary School
Honorary Leader of the De Jiao Association
Founder and Permanent Honorary Advisor of the Love and Care Charity Association
Experience
MBA, National Taiwan University, Taiwan
Deputy and investment officer, Te-Hung Investment
Deputy General Manager of Te Hung Investment
Project manager, Department of Investment, O-Bank Group
Vice President, Department of Asset Management, Capital Securities
Other Poisition
President of Yuan-Chuang Industrial Investment Consulting Co.
Experience
B.S. in Materials Engineering, National Tsing Hua University, Taiwan
M.S. in Materials Engineering, National Chiao Tung University, Taiwan
MBA, National Chengchi University, Taiwan
Chairman of All-Time Technology Co., Ltd.
Executive Chairman of Star Technology Co., Ltd.
Executive Chairman of Shang Shan Hou Sheng Co., Ltd.
Other Poisition
Chief Strategy Officer, General Manager, and Director of Tuce Technology Co., Ltd.
Experience
M.S. in Telex and Video Management, Michigan State University, USA
Special Assistant to the Vice President's Office
Associate Manager of Wei Yang International Co., Ltd.
Technical Promotion Manager at the Microsystems Center
Director of Yan Guang Wireless IoT Co., Ltd.
Other Poisition
Taiwan-Japan Fund Manager
Director of Sheng Fu Industrial Co., Ltd.
Experience
Ph.D. in Finance and Financial Management, National Taiwan University
Full-time (Part-time) Assistant Professor, Ming Chuan University
Other Poisition
Chairman of Zheng's Rituals and Memorial Services
Independent Director of Ji Cheng Enterprises Co., Ltd.
Supervisor of TrendForce Technology Co., Ltd.
Diversification of Board of Directors
The company's policy on the diversity of the composition of the board of directors is stipulated in the “Code of Practice on Corporate Governance. The company also pays attention to the gender of the board of directors, the proportion of female directors is 14.29%, achieved the Board diversity goals. The board of directors of the company must have industry experience, expertise in business management, industry knowledge, accounting analysis, and international market outlook, which can provide professional advice to the company.
Name | Nationality | Gender | Ages | Terms | Management and operational capabilities | Accounting and financial analysis | Leadership and decision-making abilities | Industry knowledge | International marketingn knowledge |
|---|---|---|---|---|---|---|---|---|---|
| Chairperson Chen Hao Investment Co., Ltd. Representative：Ku, Kang-Wei | ROC | Male | 51~60 | - | o | - | o | o | o |
| Shì Néng Investment Co., Ltd. Representative：Ku, Che-Ming | ROC | MAle | 51~60 | - | o | - | - | o | - |
| BVI Shifu Corp. | BVI | - | - | - | - | - | - | - | - |
| Ho, Jung-Shu | ROC | Male | 51~60 | 7 | o | o | - | o | - |
| Wang, Cheng-Tang | ROC | Male | 51~60 | 4 | o | o | o | o | - |
| Wu, Pei-Fen | ROC | Female | 51~60 | 4 | o | - | - | o | - |
| Cheng, Chang-Chun | ROC | Male | 51~60 | 1 | o | o | - | o | - |
The Operation Status of the Board of Directors
From January 1,2024 to December 31, 2024
| Title | Name | Required attendances(A) | Attendance in Person(B) | By Proxy | Attendance rate(B/A) |
|---|---|---|---|---|---|
| Chairpersom | Chen Hao Investment Co., Ltd. Representative：Ku, Kang-Wei | 5 | 5 | 0 | 100 |
| Director | Shì Néng Investment Co., Ltd. Representative：Ku, Che-Ming | 5 | 4 | 1 | 80 |
| Director | BVI Shifu Corp. | 5 | 5 | 0 | 100 |
| Director | Liu, Han-Ming (Resigned on June 20, 2024) | 3 | 2 | 0 | 67 |
| Independent Director | Ho, Jung-Shu | 5 | 5 | 0 | 100 |
| Independent Director | Wang, Cheng-Tang | 5 | 5 | 0 | 100 |
| Independent Director | Wu, Pei-Fen | 5 | 5 | 0 | 100 |
| Independent Director | Cheng, Chang-Chun | 3 | 3 | 0 | 100 |
Further education status
Board members should continue to participate in continuing education programs related to corporate governance, covering topics such as finance, risk management, business, commerce, accounting, law, and corporate social responsibility. These programs should be organized by institutions designated by the guidelines for continuing education for directors and supervisors of listed companies. Board members are also responsible for ensuring that employees at all levels enhance their professional and legal knowledge. All directors of Longzhong have completed 100% of the required continuing education hours. In 2024, the total continuing education hours for the seven directors amounted to 48 hours.
The succession plan and operations for board members
- In accordance with the company's Articles of Incorporation, the selection of directors follows a candidate nomination system. Based on the "Rules for the Election of Directors" and the "Corporate Governance Best Practice Principles," the company has established a policy for board member composition that emphasizes diversity. This policy considers various factors such as the professional background, skills, industry experience, and gender of board members. Additionally, the company takes into account its operations, business model, and development needs when proposing a list of director candidates and planning appropriate arrangements for board composition and succession.
- The company continuously implements its director succession plan and aims to ensure that the overall board possesses expertise in areas such as management, corporate strategy, decision-making, international market perspectives, industry knowledge, research and development, finance and accounting, as well as integrity and innovation, with at least one female director. The selection process for board candidates is subject to qualification reviews and relevant regulations to ensure that when a board seat becomes vacant or is planned to be added, suitable new director candidates can be effectively identified and selected.
- The company has established the "Board Performance Evaluation Measures and Procedures," which assess key performance indicators, including the control of company goals and tasks, understanding of responsibilities, level of involvement in operations, management of internal relationships and communication, professional competencies and continuing education, and internal controls. These evaluations are conducted to confirm the effectiveness of the board's operations and to assess the performance of directors, serving as a reference for the future selection of board members.