Board of Directors
Our board consists of 9 directors (including 3 independent directors); the board meetings are held at least once each quarter, matters discussed in these meetings includethe strategic development, quarter and annual financial reports, effective internal controls, and policy and procedures modifications. Corporate governance manager will
report on the risk management, the sustainability report compilation, the ethical operations and these topics are regularly follow-up in the board meetings. 6 board meetings
are held in 2022 with an average attendance rate of 92%.
Board of Directors nomination and election policy
We followed the "Rules for Board of Directors Election Process" to nominate and elect the board of directors. The board member serves 3-year term. Our current board members were elected in June 2020 and their term will end in June 2023, at which time, a new board of member election will take place.
Performance Evaluation of the Board of Directors and the Functional Committee Members
To raise the functionality of corporate governance and the board, according to the "Regulations Governing the Board Performance Evaluation," an annual performance evaluation is conducted for the board, the directors, and the functional task force members. The board members conducted self-assessment and cross-evaluation. The assessment results are reported at the board meeting for improvements. Please refer to our 2022 Annual Report or company website for detailed Board of Directors Performance Evaluation Report.Avoid monetary conflict of interest and Directors and Officers Liability Insurance coverage
The Board of Directors can influence the business operation and its decision-making; thus, when the board member confronts with monetary conflict of interest issues, the board member should adopt interest avoidance and record the matter in detail in the board meeting minutes. Therefore, our Board of Directors is covered with Directors and Officers Liability Insurance to reduce the risks of being sued while managing the company to raise the effectiveness of our directors. No such conflict of interest issues occurred in 2022.
Read More| Title | Name | Gender | Education | Experience |
| Director | Representative Hung, Yau-Kuen |
Male | 1.Komazawa University 2.Tamkang University, Master’s degree |
Experience 1.Council for Industrial & Commercial Development, Chairman 2.Taiwan Vegetable Oil Manufactures Association, Chairman 3.Taiwan Feed Industry Association, Chairman Position 1.Chairman of Fwusow Industry 2.President of Central Union Oil Corp 3.Chairman of Taiwan Vegetable Oil Manufactures Association 4.Director of Fwusow Hsin Co., Ltd. 5.Chairman of Hua Shao Investment Co. |
| Director | Hung, Yau-Hsin | Male | Komazawa University | Experience/Position 1.Vice Chairman of Fwusow Industry 2.Chairman of Charming Food 3.Director of Central Union Oil Corp |
| Director | Hung, Yau -Chih | Male | Eastern Michigan University, Technology Studies, MS | Experience/Position 1.Director of Fwusow Industry 2.Chairman of Fwusow Hsin 3.AVP of Fwusow Industry |
| Director | Hung,Chun-Lin | Male | High School | Experience/Position 1.Director of Fwusow Industry 2.Chairman of Won Gee Sheng 3.Chairman of Cha Fa Hsin |
| Director | Hung,Chaing-Min | Female | 1.Bachelor Degree in Economics. California State University of Long Beach. 2. Graduate Gemologist in U.S. residence Program. Gemological Institute of America. 3. Graduate Jeweler Gemologist Program with Design and Wax GJG Diploma. Gemological Institute of America. |
Experience 1. Office Manager & Staff Gemologist, International Gemological .Institute (I.G.I.), Los Angeles 2.Staff Gemologist, International Gemological Institute (I.G.I.), Los Angeles 3.Diamond Grader, European Gemological Laboratory (E.G.L.), Los Angeles 4.Summer Internship of Sales, International Business Machine, Taipei Position 1.Director of Cha Fa Hsin 2.Director of Chi Zhi Investment Co.,Ltd. |
| Director | Hung, Yau -Chi | Male | Department of Animal Science and Biotechnology,Tunghai Unversity | Experience 1.Supervisor of Fwusow Industry 2.Remuneration Committee Member of Central Union Logistics Position 1.Supervisor of Fwusow Hsin Industry |
| Independent Director | Fang,Min-Tao | Male | 1.Yew York University L.L.M. 2.George Washington University M.C.L. |
Experience 1.Committee Member of Securities and Futures Bureau, FSC 2.Executive Deputy General Manager of Capital Securities Corporation 3.General Manager of Shearson Lehman Securities Corporation Taiwan Branch 4.Chairman of Shuang Si Paper MFG. Co., Ltd. Position 1.Lawyer,Chongfa International Business Law Firm 2.Independent Director of Chi Sheng Pharma & Biotech Co., Ltd. 3.Independent Director of ReaLy Development & Construction Corp. 4.Supervisor of The Red Cross Society of the Republic of China |
| Independent Director | Yu,Bi | Female | National Chung Hsing Univ.,Ph.D. | Experience 1.Professor & Lifetime Distinguished Professor of National Chung Hsing University Depart of Animal Science 2.Head of National Chung Hsing University Depart of Animal Science 3.Chairman of WPSA Taiwan Branch 4.Director of Agricultural Technology Research Institute (ATRI) Position 1.Adjunct Professor & Lifetime Distinguished Professor of National Chung Hsing University Depart of Animal Science 2.Commissioner of ATRI 3.Paper Audit Commissioner, Produce & Import Permission of Feed & Feed Addictive |
| Independent Director | Huang,Shou-Tsuo | Male | 1.National Cheng Chi University Department of Public Finance,MS 2.Tamkang University Department of Management Sciences,MS 3.Tamkang University Department of Management Sciences,Ph.D. |
Experience 1.General Manager,Taiwan Financial Holdings 2.Director,Bank of Taiwan 3.Director ,Taipei Exchange License Certified Public Accountant |
We adopt "Governance Code of Conduct", "Integrity Code of Conduct", "Procedures for Integrity Management and Guidelines for Conduct" "Ethics Code of Conduct", and "Workplace Guidelines" which explicitly stated that all employees, suppliers and vendors are to practice the principles of fairness and transparency in all business transactions that bribery, corruption and dishonest acts are prohibited. Also, we adopt new laws and regulations and modify accordingly.
To reduce the loss due to employee's misconduct, we insure employees under the business liability insurance with personal performance bond annually. The integrity task force is called upon by the corporate governance manager, responsible for implementing policies and preventive actions, and reports to the board of directors annually.
Also, at both of our company and internal websites, we provide a designated mailbox for the whistleblowers, and a whistleblower protection program is in place which protects the whistleblower's identity and tracks the progress of the concerned issues.
Through meetings, company chat groups and bulletins, we also made relevant announcements to our employees to advocate and educate them about the importance of ethics and integrity.
In 2022, there was no corruption, dishonesty, and no antitrust incidents.
Operation of Internal Control
We performed self-assessment in the following five areas: control environment, risk assessment, control procedures, information and communication, and monitoring procedures. Evaluating the potential risks from the external environment and operational aspects, the internal audit team assures that control activities were implemented and effective.
In 2022, there were 50 audit reports which 4 of the reports required follow-ups.
Each year, the internal auditors participate in various training programs to enhance their knowledge and capabilities in the area of audit including laws and regulations, tools applications, risk management and internal controls in sustainability reports.
The total hours of training was 36 hours in 2022, which complied with the regulation.
