Board of Directors

  • Responsibilities of the Board of Directors

    I. Determine important matters and operational procedures for the corporate governance system.
    II. Supervise the Shinfox Energy Group and management team on legal compliance, financial matters, and disclosure of important information.
    III. Evaluate the performance of the management team and appoint or dismiss executives.
    IV. Direct the management team to develop corporate strategies and regularly review the progress of these strategies while making appropriate adjustments.
    V. Ensure the directors exercise their powers following laws, the company's bylaws, or shareholder resolutions.

    Title: Name Education Experiences
    Chairperson Gou, T.C. Department of Law, Chung Hsing University Mr. Gou, T.C., holds a degree in law from Chung Hsing University . He has served as the President of Hon Hai Precision Industry Co., Ltd. He also serves as the chairman of several companies, including Foxlink Group, Shinfox Natural Gas, and Shih Fong Power.
    Director Lin, Kun-huang Department of Accounting, Fu Jen Catholic University Mr. Lin, Kun-Huang has a degree in accounting from Fu Jen Catholic University. He previously served as the special assistant to the office of the Board of Directors at Cheng Uei Precision Industry Co., Ltd. He currently serves as the Director of Foxwell Energy Co., Ltd., Director of Shinfox Energy Co., Ltd., Director of Taiwan Star Telecom Co., Ltd, and Director or President in several other companies.
    Director Hu, Hui-sen Master of Information Management, National Taiwan University Mr. Hu, Hui-Sen holds a master's degree in Information Management from National Taiwan University. He currently serves as the President and Director of Shinfox Energy Co., Ltd., the Chairman of Foxwell Energy Co., Ltd., the Executive Supervisor of the Taiwan Electrical and Electronic Manufacturers’ Association, the Chairman of the Energy Management Service Committee, the Executive Director of the Taiwan Alumni Association of Tsinghua University, the Director of the Police Friendship Association of the Republic of China, and the Executive Director of the Indonesia-Taiwan Economic and Cultural Association. He is also an independent director of EBM Technology Co., Ltd. and Gudeng Precision Industry Co., Ltd.
    Director Ou, Jia-Ruey PhD, Transportation Engineering, National Chiao Tung University Mr. Ou, Jia-Ruey holds a Doctorate in Transportation Engineering from the National Chiao Tung University. He has previously held positions as the Chairman of Taiwan Petroleum Corporation, Director-General of the Energy Bureau under the Ministry of Economic Affairs, Chief Secretary of the Ministry of Economic Affairs, Deputy Director-General of the Industrial Development Bureau of the Ministry of Economic Affairs, President of Dayeh University (mentioned twice), CEO of Chung Hsing Engineering Consultants, and Chairman of the Taiwan Wind Energy Association. He currently serves as an Independent Director at Changhua Technology Corporation.
    Independent Director Weng, Chong-xiong Doctor of Commerce, National Taiwan University Mr. Weng, Chung-Xiong holds a Ph.D. in Business from National Taiwan University and has been a professor in the Department of Information Management at the same university for over 20 years. He currently serves as a professor in the Department of Information Management at the College of Management, National Taiwan University. He has been a director of eCloudvalley Digital Technology since June 2020 and an independent director of Study123 Technology Co., Ltd. since June 2020.
    Independent Director Wang, Shu-fen Master of Accounting, National Taiwan University. Ms. Wang, Shu-Fen holds a master's degree in Accounting from the Department of Accounting at National Taiwan University. She has over 20 years of experience as a partner accountant at the domestic accounting firm, Yongsheng Certified Public Accountants Firm. She has also served as a part-time lecturer in the Department of Accounting Information at the National Taipei University of Business.
    Independent Director Liu, Wen-shuai Doctor of Commerce, National Taiwan University Mr. Liu, Wen-Shuai holds a master's degree in Accounting from the Department of Accounting at National Taiwan University. He was a co-founder of Moxa Networking Corporation, the global operation committee member of Moxa Inc., and President of Ai Lei Technology Co., Ltd. He currently serves as the Chairman of Yuanxiang Investment Consulting Co., Ltd. and CircuPlus Co., Ltd. He also serves as a director of Rubasse Co. Ltd. since March 2018.
  • Criteria
    Name
    		 More than 5 years of work experience and the following professional qualifications Status of independence (Note) Number of other public companies in which the individual is concurrently serving as an independent director
    Lecturers or above in public and private colleges and universities in business, legal, financial, accounting or related areas required for the Company’s business Judges, prosecutors, lawyers, accountants or other professional and technical personnel who have passed the national examinations and received certificates required for the Company’s business Work experiences in business, legal, financial, accounting or related areas required for the Company’s business Status of independence (Note) 1 2 3 4 5 6 7 8 9 10 11 12
    Gou, T.C. v v v v v v 0
    Lin, Kun-huang v v v v v v 0
    Hu, Hui-sen v v v v v 2
    Ou, Jia-Ruey v v v v v v v v v v v v 1
    Weng, Chong-xiong v v v v v v v v v v v v v 1
    Wang, Shu-fen v v v v v v v v v v v v v v v 0
    Liu, Wen-shuai v v v v v v v v v v v v v 0

    Note: For each director who has met the following criteria for the two years prior to their elections and during their tenure:

    • Not an employee of the Company or its affiliates.
    • Not a director or supervisor of the Company or its affiliates. (However, this restriction does not apply to independent directors of the Company, its parent or subsidiary elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country.)
    • Not a natural-person shareholder holding more than 1% of the total number of issued shares or among the top 10 natural-person shareholders in the name of itself, its spouse, minor children or others.
    • Not a managerial officer under 1. or a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship under 2., 3.
    • Not a director, supervisor, or employee of a corporate shareholder directly holding 5% or more of the total number of issued shares of the Company, or among the top 5 in shareholdings, or designating its representative to serve as a director or supervisor of the Company under Article 27, Paragraph 1 or 2 of the Company Act. (However, this restriction does not apply to independent directors elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country, who concurrently serve as such at the Company and its parent or subsidiary or a subsidiary of the same parent.)
    • Not a director, supervisor, or employee of another company. If a majority of the Company's director seats or shares with voting rights and those of that other company are controlled by the same person: (However, this restriction does not apply to independent directors elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country, who concurrently serve as such at the Company and its parent or subsidiary or a subsidiary of the same parent.)
    • Not a director, supervisor, or employee of the other company or institution who is or whose spouse is the chairperson, general manager or equivalent positions of the Company. (However, this restriction does not apply to independent directors elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country, who concurrently serve as such at the Company and its parent or subsidiary or a subsidiary of the same parent.)
    • Not a director, supervisor, managerial officer, or shareholder holding 5% or more of the shares of a specific company or institution that has a financial or business relationship with the Company. (However, this restriction does not apply to independent directors elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country, who concurrently serve as such at the Company and its parent or subsidiary or a subsidiary of the same parent and when the specific company or institution holds more than 20% of the Company’s total issued shares but not more than 50%.)
    • Not a professional, sole proprietor, partner, owner of a company or institution, director, supervisor, managerial officer or its spouse that provides the Company or affiliates with audit services or commercial, legal, financial, accounting or related services with a cumulative amount of remuneration in the last two years exceeding NT$500,000. This restriction does not apply, however, to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, which exercises powers pursuant to the Securities and Exchange Act or the Business Mergers and Acquisitions Act or related laws or regulations.
    • Not a person who has a spouse or relatives of second degree of kinship in other directors.
    • Not a person with any of the circumstances under Article 30 of the Company Act.
    • Not a person elected in the capacity of the government, a corporation, or a representative as provided in Article 27 of the Company Act.

  • The Company adopts a "Candidate Nomination System" for the election of the board members. The Board shall resolve the nomination and submit it to the shareholders' meeting for election. The composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of board members, and that an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs to be formulated and include, without being limited to, the following two general standards:

    I.Basic requirements and values: Gender, age and others.

    II.Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

    All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

    1. Ability to make operational judgments.
    2. Ability to perform accounting and financial analysis.
    3. Ability to conduct management administration.
    4. Ability to conduct crisis management.
    5. Knowledge of the industry.
    6. An international market perspective.
    7. Ability to lead.
    8. Ability to make policy decisions.

    The Company's Board of Directors consists of seven directors (including three independent directors). The Company's goal is to have 25% of its directors be women.

    The Company's Board members are diverse, with the knowledge, skills, and professional backgrounds required for their positions. The Company highly values them for their extensive knowledge and personal insight and business judgment.

    Diversity item
    Director name
    		 Gender Independent director term length Industry experience Professional ability
    Less than 3 years More than 3 years Management and administration Finance and accounting Industry experience Professional knowledge Finance and accounting Leadership and decision-making ability Management and administration
    Representative of Power Quotient International Co., Ltd:
    Gou, T.C.    		 Male v v v v
    Representative of Power Quotient International Co., Ltd：
    Lin, Kun-huang    		 Male v v v v
    Epresentative of Power Quotient International Co., Ltd：
    Hu, Hui-sen    		 Male v v v v v
    Ou, Jia-Ruey Male v v v
    Weng, Chong-xiong Male v v v
    Wang, Shu-fen Male v v v v v
    Liu, Wen-shuai Female v v v v

    Three are over 60 years old. Female directors, age of directors, and term of office of independent directors