Corporate Governance
Board of Directors
The board of directors is the company's highest governance unit and the center for major business decisions. Its responsibilities include appointing and supervising the company's management, supervising operating performance, preventing conflicts of interest, and ensuring that the company exercises its powers in compliance with various laws, company articles of association, or resolutions of shareholders' meetings. and is committed to maximizing shareholder rights.
The company respects and promotes the policy of director diversity. In order to strengthen corporate governance and promote the sound development of the composition and structure of the board of directors, the company has formulated a diversification policy of basic conditions and professional knowledge and skills based on its own operating model and development needs to ensure that board members should Generally possess the necessary knowledge, skills and qualities to perform their duties.
The board of directors currently meets at least once a quarter. The company's management reports business performance to the board of directors, and the board of directors decides on future operating principles and major policies. The company is composed of 7 directors with different professional backgrounds, including 4 independent directors. The diversified experience of the board members in finance, law, and industry is very helpful for corporate business decision-making and medium- and long-term strategic planning.
The chairman of the company closely communicates with all directors about the company's operating status and future operating policies and plans to implement corporate governance operations, improve the functions of the board of directors and strengthen supervision functions. In addition, the company has established an audit committee and a salary and remuneration committee in accordance with the law. , to complement the checks and balances mechanism of objectivity and external supervision. The two functional committees will then submit resolution matters to the board of directors for discussion. Through the review of the functional committees, the board of directors will perform its duties and enhance the interests of shareholders.
Board Responsibilities
- The company's operational plan, strategic direction and goals.
- Annual financial report and semi-annual financial report.
- Develop or amend internal control systems.
- stipulate or amend the acquisition or disposal of assets, engage in derivatives transactions, lend funds to others, and provide services to others
- Procedures for handling major financial business activities that endorse or provide guarantees.
Audit Committee
In order to strengthen corporate governance, the first audit committee of Hushan Industrial was formally established on March 1, 2013, consisting of four independent audit committee members. The Audit Committee aims to assist the Board of Directors in improving corporate governance performance and its main deliberations are on matters. For the professional qualifications and experience of the Audit Committee, please refer to the Directors’ Professional Qualifications and Independent Directors’ Independence Instructions. The Audit Committee works closely with the external auditors and internal audit team to regularly review and evaluate the company’s financial status, internal control mechanisms and risk management processes to ensure Ensure the long-term stability of the company and the trust of stakeholders.
- Formulate the company's internal control system and performance evaluation,
- Review the company's financial statements for proper presentation,
- Supervise the handling procedures of the company's major financial business activities,
- Ensure that the company complies with relevant regulations and the selection (resolution) of certified accountants, etc.
- Matters involving directors' own interests.
- Significant asset or derivatives transactions.
- Significant capital loans, endorsements or guarantees.
- Raising, issuing or privately placing securities of an equity nature.
- Appointment, dismissal or remuneration of certified accountants.
- Appointment and removal of finance, accounting or internal audit managers.
- Annual financial report and semi-annual financial report.
- Other major matters stipulated by the company or the competent authority.
Salary and Compensation Committee
In order to establish a good corporate governance system of the company and improve the management of the operation of the salary and remuneration committee, the remuneration committee is responsible for implementing corporate governance. Its main deliberations include: formulating and regularly reviewing policies and systems for performance evaluation and salary remuneration of directors and managers. , standards and structures to be evaluated. and make recommendations to the board of directors for reference in its decision-making. The company's salary and remuneration committee consists of three independent directors.
internal audit
The internal audit of Hushan Industrial Co., Ltd. is a detached and independent department, directly subordinate to the board of directors, and attends the audit committee and the board of directors to submit audit reports. In addition to reporting audit progress and results to members of the Audit Committee on a monthly basis, reports are also summarized at regular board meetings.
Internal Audit Responsibilities
The duties of the audit office are to investigate and evaluate whether the operation, effectiveness and efficiency of each internal control system are appropriate, provide timely improvement suggestions to ensure the continuous and effective implementation of the internal control system, and assist the board of directors and management in fulfilling their responsibilities.
Internal audit operations
Design the internal audit system based on the internal control system of each department, review the internal control of each operating procedure based on this internal audit system, and report whether the design, practical operation, effectiveness and efficiency of these controls are appropriate. Internal audit will review the internal control system of each department every year in accordance with regulations. The scope includes the effectiveness and efficiency of operations, the reliability of financial reports and the internal controls related to compliance with relevant laws, etc.; and evaluate the risk it poses to operations. , thereby preparing an audit plan for the next year, and conducting audits according to the plan after approval by the board of directors.
Internal control self-inspection procedures
In addition to checking the description, marking the level of importance and proposing suggestions, the audit report will also require the responsible unit to fill in the action plan and the expected improvement date, and when it expires, it will follow up and check whether the improvement has been completed according to the action plan. The internal audit department is equipped with a full-time audit supervisor and 2 to 3 subordinate auditors. The audit scope covers various operating processes involved in the nine major transaction cycles. The audit objects include the company and all subsidiaries.
If investors need to know more detailed information, they can check at the Public Information Observatory
Articles of association and other relevant regulations
Articles of Association- Corporate Governance Code of Practice
- Board of Directors Rules of Procedure
- Methods for Election of Directors and Supervisors
- Audit Committee Organizational Rules
- Measures for the Management of the Discussion and Operation of the Audit Committee
- Organizational Rules of the Salary and Remuneration Committee
- Measures for the Operation and Management of Salary and Remuneration Committee
- Code of Practice for Sustainable Development
Information on the operation of the board of directors in 2024
|
job title |
Name |
Actual number of seats |
Number of delegated attendances |
Actual attendance rate (%) |
Remark |
|---|---|---|---|---|---|
|
Chairman |
Chen Yingzhi |
4 |
0 |
100 |
|
|
director |
Chen Wangmeihan |
4 |
0 |
100 |
|
|
director |
Chen Guoquan |
4 |
0 |
100 |
|
|
independent director |
Huang Qiongyu |
4 |
0 |
100 |
|
|
independent director |
Jiang Weilong |
4 |
0 |
100 |
|
|
independent director |
Zhuang Guoming |
4 |
0 |
100 |
|
|
independent director |
Cheng Shoushan |
2 |
0 |
50 |
Other matters that should be recorded:
Important resolutions are as follows:
|
meeting date
|
session |
important resolutions
|
|---|---|---|
|
113/03/01 |
The 1st session of the 16th session Board of Directors |
1. Approval of the election of the 16th Chairman of the Company 2. Establishment of Salary and Remuneration Committee and Appointment of Salary and Remuneration Committee 3. Approved the amendment to the 113-year audit plan |
|
113/04/10 |
The 2nd session of the 16th session Board of Directors |
1. Apply for stock listing to Taiwan Stock Exchange Co., Ltd. 2. Handle the case of cash capital increase and new share underwriting before initial listing 3. Approved the individual and consolidated financial statements and business reports for 2012 4. Passed the payment of directors’ remuneration and employee remuneration case in 2012 5. Pass the 2012 surplus distribution plan 6. Passed the 2012 "Internal Control System Effectiveness Assessment" and "Internal Control System Statement" cases 7. Approved the election of an additional independent director 8. Approval of the nomination and review of the list of independent director candidates by the board of directors 9. Passed the proposal to lift the non-competition restrictions of the new independent directors 10. Appointment of Ms. Chen Kaishen as the company’s chief financial officer and spokesperson 11. Appointment of Ms. Xie Qiaohui as the company’s internal audit supervisor 12. Approved the revision of some articles of the company's "Articles of Association" 13. Case of assessing the company’s ability to prepare its own financial reports 14. Adopted the formulation of the company’s “Remuneration Measures for Directors and Managers” and “Measures for the Performance Evaluation and Management of Directors and Managers” 15. Passed the review of the company’s manager salary matters 16. Approved the formulation of the company’s “Board of Directors Performance Evaluation Methods” 17. Approved the formulation of the company’s “Standard Operating Procedures for Handling Directors’ Requests” 18. Adopted the formulation of the company's "Integrity Business Code", "Ethical Code of Conduct", and "Integrity Business Operation Procedures and Conduct Guidelines" 19. Adopted the formulation of the "Code of Practice for Sustainable Development", "Code of Practice for Corporate Governance", and "Operation Procedures for Group Enterprises, Specific Companies and Related Party Transactions" 20. Adopted measures such as formulating "operating standards related to financial business between related parties" 21. Approved the amendment to the "Approval Authority List" 22. Pass the assessment of the independence and competency of the certification accountant 23. Adopted to stipulate the acceptance of shareholder proposals, nomination of independent director candidates, acceptance period and handling of cases at the company's 113th regular shareholders meeting 24. Approved matters related to convening the company’s 113th regular shareholders’ meeting |
|
113/08/13 |
The 3rd time of the 16th session Board of Directors |
1. Approved the consolidated financial report for the second quarter of 2013 2. Sign the "over-allotment and lock-up period agreement for specific shareholders" with the lead underwriter before the initial listing, and coordinate the voluntary collective insurance case for specific shareholders 3. Appointment of accounting manager Su Jiahui as the company’s corporate governance manager 4. Request the board of directors to authorize independent directors to sign the case through the internal audit report 5. Approved the 2012 Directors’ Remuneration Payment Plan 6. Approved the 112-year manager employee remuneration payment case 7. Approved the revision of the company’s internal control system and “Approval Authority List” 8. Through Vietnam Hushan Subsidiary, we will not undertake business cases such as capital loans to others, endorsement guarantees, and derivatives transactions. 9. The American Hushan subsidiary does not undertake business cases such as loaning funds to others, endorsement guarantees, and derivatives transactions. 10. Adopt the "Procedure Management Measures for Acquisition or Disposal of Assets" of the American Hushan subsidiary and formulate an internal control system approval authority form 11. Apply for a credit line from First Commercial Bank 12. Approved the budget proposal for the construction of the factory and office building (location number: 58~63) of the local committee 13. Termination of real estate use rights assets - Daliao Road employee dormitory leasing case 14. Approved the revision of the company’s 2013 audit plan |
|
113/09/18 |
The 4th time of the 16th session Board of Directors |
1. Case of assessing the company’s ability to prepare financial reports on its own 2. By issuing the company’s internal control system statement and self-assessment implementation results report 3. By issuing the company’s financial forecast for the fourth quarter of 2013 and the first quarter of 2014 4. Passed the 113-year appointed accountant’s remuneration, appointment and independence assessment case 5. Approved the amendment to the company’s “Seal Management Measures” 6. Approved the revision of the company’s “Procurement and Payment Cycle Approval Authority Table” 7. Apply for a credit line from Changhua Commercial Bank through our company 8. Approved the formulation of the company’s “Risk Management Policies and Procedures” 9. Approved the amendment to the company’s “Code of Corporate Governance Practice” |
Succession planning for board members and key management
Succession planning and operation of board members:
1. The company's director selection adopts a candidate nomination system in accordance with the "Articles of Association", and it is clearly stated in the "Corporate Governance Code of Practice" and "Director Election Methods" that the composition of the board of directors should consider diversity and the company's own operations and operating model. and development needs to formulate diversified policies, including but not limited to standards for basic conditions and values, and professional knowledge and skills.
2. The company's board of directors structure should be determined based on the company's business development scale and the shareholding status of its major shareholders, taking into account practical operational needs.
3. The company’s ongoing director succession plan will establish a director candidate database based on the following standards:
(1) Basic conditions and values: gender, age, nationality and culture, etc.
(2) Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industrial experience, etc.
(3) The overall board of directors’ expertise needs to include corporate strategy and management, accounting and taxation, finance, and law.
(4) The selection process of the company's list of director candidates must comply with qualification reviews and relevant standards to ensure that when director seats become vacant or plans increase, suitable new director candidates can be effectively identified and selected.
4. The company has also clearly defined the "Board of Directors Performance Evaluation Methods", which include the control of company goals and tasks, awareness of responsibilities, participation in operations, internal relationship management and communication, professional functions and further training, and internal control through the measurement items of performance evaluation. and specific expressions of opinions, etc., to confirm the effective operation of the board of directors and to evaluate the performance of directors as a reference for future selection of directors.
Succession planning and operations of key management levels:
1. The company’s executive-level employees are important management levels and are responsible for relevant business management within the organization. Each management level has its own agent. In addition to having the necessary professional skills and experience background, important management personnel should have their values and their own words and deeds highly consistent with the core values, culture and spirit of the enterprise.
2. In order to cultivate the decision-making and judgment ability of senior management and expand their comprehensive business vision, we are also arranged to attend the board of directors, participate in the company's regular important business management meetings, and be responsible for the overall management of major business projects, so as to shoulder the important responsibility of the sustainable operation of the organization. .
3. The company conducts employee performance appraisals every year. Through daily observation and performance evaluation, we understand areas that should be strengthened, personal development needs and company expectations, and use the appraisal results as a reference for future succession planning.
Information on the operation of the audit committee in 2024
1. The first Audit Committee of the Company was formally established on March 1, 2013, consisting of 4 independent audit committee members.
2. The Audit Committee held 3 meetings in the most recent year, and the attendance of the Audit Committee was as follows:
|
job title |
Name |
Actual number of seats |
Number of delegated attendances |
Actual attendance rate (%) |
Remark |
|---|---|---|---|---|---|
|
independent director |
Huang Qiongyu |
3 |
0 |
100 |
Taking office on 113/03/01 |
|
independent director |
Jiang Weilong |
3 |
0 |
100 |
Taking office on 113/03/01 |
|
independent director |
Zhuang Guoming |
3 |
0 |
100 |
Taking office on 113/03/01 |
|
independent director |
Cheng Shoushan |
2 |
0 |
66.5 |
Taking office on 113/06/28 |
Other matters that should be recorded:
Important resolutions are as follows:
|
meeting date
|
Committee term
|
Motion content
|
Opinions of independent directors and audit committee
|
The company’s handling of the audit committee’s opinions
|
|---|---|---|---|---|
|
113/04/10 |
1st Session 1st Session audit committee |
1. Individual and consolidated financial statements and business reports for 2012. 2. The 2012 "Effectiveness Assessment of Internal Control System" and "Declaration of Internal Control System" cases. 3. Evaluate the company's ability to prepare financial reports on its own. 4. The appointment of the company’s chief financial officer and spokesperson. 5. The appointment of the company’s internal audit manager. 6. Handle the case of cash capital increase and new share underwriting before initial listing. 7. Revise the "Approval Authority Table". 8. Assessment of the independence and competency of the certification accountant. |
The Audit Committee was present in full. Agree to pass |
Full attendance at the board of directors Agree to pass |
|
113/08/13 |
1st session 2nd session audit committee |
1. Consolidated financial report for the second quarter of 2013. 2. The internal audit report is submitted to the board of directors for approval by authorized directors. 3. Revise the "Internal Control System" and "Approval Authority List". 4. Vietnam Hushan Subsidiary does not undertake business cases such as capital loans to others, endorsement guarantees, and derivatives transactions. 5. The American Hushan subsidiary does not undertake business cases such as loaning funds to others, endorsement guarantees, and derivatives transactions. 6. Formulate the "Procedure Management Measures for Acquisition or Disposal of Assets" and the control system approval authority form of the American Hushan subsidiary. 7. The company has budgeted for the construction of factory and office buildings (location numbers: 58~63) from the local government. 8. Termination of real estate use rights assets - Daliao Road employee dormitory lease case. 9. Amend the company’s 2013 audit plan. |
The Audit Committee was present in full. Agree to pass |
Full attendance at the board of directors Agree to pass |
|
113/09/18 |
The 3rd time of the 1st session audit committee |
1. Assess the company’s ability to prepare financial reports on its own. 2. Issue a statement on the company’s internal control system and self-assessment implementation results report. 3. Issue the company’s financial forecast for the fourth quarter of 2013 and the first quarter of 2014. 4. The remuneration, appointment and independence assessment case of appointed accountants in 2013. 5. Revise the company’s “Seal Management Measures”. 6. Revise the company’s “Procurement Cycle Approval Authority Form”. 7. Formulate the company's "Risk Management Policies and Procedures". |
The Audit Committee was present in full. Agree to pass |
Full attendance at the board of directors Agree to pass |
Information on the operation of the remuneration committee in 2024
1. The Company’s Salary and Remuneration Committee has 3 members. The term of the current committee members is from March 1, 2020 to February 28, 2016.
2. The remuneration committee held two meetings in the recent year. The attendance of the remuneration committee members is as follows:
The attendance status of committee members is as follows:
|
job title |
Name |
Actual attendance frequency |
Number of delegated attendances |
Actual attendance rate (%) |
Remark |
|---|---|---|---|---|---|
|
convener |
Huang Qiongyu |
2 |
0 |
100 |
113/03/01New appointment |
|
member |
Jiang Weilong |
2 |
0 |
100 |
113/03/01New appointment |
|
member |
Zhuang Guoming |
2 |
0 |
100 |
113/03/01New appointment |
Other matters that should be recorded:
Important resolutions are as follows:
|
meeting date
|
Committee term
|
Motion content
|
Resolution results and all opinions
|
The company's handling of the remuneration committee's opinions
|
|---|---|---|---|---|
|
113/04/10 |
1st Session 1st Session Remuneration Committee |
1. The company’s payment of directors’ remuneration and employee remuneration in 2012. 2. Formulate the company’s “Director and Manager Remuneration Measures” and “Director and Manager Performance Evaluation Management Measures”. 3. Review the company’s managers’ salary matters. 4. Review the company’s managers’ salary matters. |
After consultation with all members present, the Chairman Agree to pass |
Presented to the board of directors with all directors present Agree to pass |
|
113/08/13 |
1st session 2nd session Remuneration Committee |
1. Consolidated financial report for the second quarter of 2013. 2. The internal audit report is submitted to the board of directors for approval by authorized directors. 3. Revise the "Internal Control System" and "Approval Authority List". 4. Vietnam Hushan Subsidiary does not undertake business cases such as capital loans to others, endorsement guarantees, and derivatives transactions. 5. The American Hushan subsidiary does not undertake business cases such as loaning funds to others, endorsement guarantees, and derivatives transactions. 6. Formulate the "Management Measures for Acquisition or Disposal of Assets Processing Procedures" and the control system approval authority form of the American Hushan subsidiary. 7. The company has budgeted for the construction of factory and office buildings (location numbers: 58~63) from the local government. 8. Termination of real estate use rights assets - Daliao Road employee dormitory lease case. 9. Amend the company’s 2013 audit plan. |
After consultation with all members present, the Chairman Agree to pass |
Presented to the board of directors with all directors present Agree to pass |
board member
|
job title |
Name |
gender age |
Main academic qualifications |
Currently holding positions in the company and other companies |
|---|---|---|---|---|
|
Chairman |
Huayuan Industrial Co., Ltd. Chen Yingzhi |
male 41~50 |
Master's degree from Harvard University School of Design Hushan Industrial Co., Ltd. Chairman and General Manager |
General Manager of the Company Director of Hushan Autoparts Inc.(USA) Representative of Hushan Autoparts (Vietnam) Company Limited Director of Huayuan Industrial Co., Ltd. Director of Yuansan Industrial Co., Ltd. Director of Huyou Co., Ltd. Director of Hu Yuan Co., Ltd. Supervisor of Yingyuan Investment Co., Ltd. Supervisor of Yingyou Investment Co., Ltd. Supervisor of Meizhu Investment Co., Ltd. Supervisor of Meiyu Investment Co., Ltd. Supervisor of Mijing Investment Co., Ltd. |
|
director |
Huyou Co., Ltd. Chen Wangmeihan |
female 41~50 |
Bachelor of Psychology, University of Victoria, Canada Hushan Industrial Co., Ltd. Executive Vice President and Director of General Management Department |
Executive Vice President and Director of the General Management Department of the Company Chairman of Yingyuan Investment Co., Ltd. Chairman of Yingyou Investment Co., Ltd. Chairman of Meizhu Investment Co., Ltd. Chairman of Meiyu Investment Co., Ltd. |
|
director |
Jinsheng Co., Ltd. Chen Guoquan |
male 41~50 |
Master of Marketing, University of Queensland, Australia |
Special assistant to the general manager of the company Chairman of Mijing Investment Co., Ltd. |
|
independent director |
Huang Qiongyu |
male 51~60 |
Department of Economics, National Taiwan University Vice President of Investment Department of China Trust Venture Capital Co., Ltd. Assistant Manager of the Investment Department of Yiding Venture Capital Management (Co., Ltd.) Manager of Investment Department of Chailease Holdings (Co., Ltd.) |
Independent Director of Ruiyun Technology Co., Ltd. Independent Director of Canghe Co., Ltd. Independent Director of Novel Biomedical Co., Ltd. |
|
independent director |
Jiang Weilong |
male 41~50 |
Master of Business Administration, School of Management, National Chiao Tung University Associate President of Taiwan Shin Kong International Venture Capital Co., Ltd. |
Chief Strategy Officer, Yongzhang Technology Co., Ltd. Director of Pan Asia International Enterprise Co., Ltd. Supervisor of Youyong Co., Ltd. |
|
independent director |
Zhuang Guoming |
male 61~70 |
Department of Law, National Chung Hsing University The 17th batch of Judicial Officers Training Institute completed Judge, New Taipei District Court, Taiwan Judge of Chiayi District Court, Taiwan |
Lawyer at Changjiang Dafang International Law Firm |
|
independent director |
Cheng Shoushan |
female 51~60 |
Master of Business Administration, George Washington University Managing Director of GCA Taiwan subsidiary, GCA Financial Consulting Co., Ltd. Deputy General Manager, KPMG Financial Consulting Co., Ltd. Deputy General Manager of the Hong Kong subsidiary of Nomura Asset Management Co., Ltd. |
Independent Director of Zhenhua Electronics Co., Ltd. |
Audit Committee Member Biographies
|
job title |
Name |
gender age |
Main academic qualifications |
Currently holding positions in the company and other companies |
|---|---|---|---|---|
|
independent director |
Huang Qiongyu |
male 51~60 |
Department of Economics, National Taiwan University Vice President of Investment Department of China Trust Venture Capital Co., Ltd. Assistant Manager of the Investment Department of Yiding Venture Capital Management (Co., Ltd.) Manager of Investment Department of Chailease Holdings (Co., Ltd.) |
Independent Director of Ruiyun Technology Co., Ltd. Independent Director of Canghe Co., Ltd. Independent Director of Novel Biomedical Co., Ltd. |
|
independent director |
Jiang Weilong |
male 41~50 |
Master of Business Administration, School of Management, National Chiao Tung University Associate President of Taiwan Shin Kong International Venture Capital Co., Ltd. |
Chief Strategy Officer, Yongzhang Technology Co., Ltd. Director of Pan Asia International Enterprise Co., Ltd. Supervisor of Youyong Co., Ltd. |
|
independent director |
Zhuang Guoming |
male 61~70 |
Department of Law, National Chung Hsing University The 17th batch of Judicial Officers Training Institute completed Judge, New Taipei District Court, Taiwan Judge of Chiayi District Court, Taiwan |
Lawyer at Changjiang Dafang International Law Firm |
|
independent director |
Cheng Shoushan |
female 51~60 |
Master of Business Administration, George Washington University Managing Director of GCA Taiwan subsidiary, GCA Financial Consulting Co., Ltd. Deputy General Manager, KPMG Financial Consulting Co., Ltd. Deputy General Manager of the Hong Kong subsidiary of Nomura Asset Management Co., Ltd. |
Independent Director of Zhenhua Electronics Co., Ltd. |
Audit Committee Member Biographies
|
job title |
Name |
gender age |
Main academic qualifications |
Currently holding positions in the company and other companies |
|---|---|---|---|---|
|
independent director |
Huang Qiongyu |
male 51~60 |
Department of Economics, National Taiwan University Vice President of Investment Department of China Trust Venture Capital Co., Ltd. Assistant Manager of the Investment Department of Yiding Venture Capital Management (Co., Ltd.) Manager of Investment Department of Chailease Holdings (Co., Ltd.) |
Independent Director of Ruiyun Technology Co., Ltd. Independent Director of Canghe Co., Ltd. Independent Director of Novel Biomedical Co., Ltd. |
|
independent director |
Jiang Weilong |
male 41~50 |
Master of Business Administration, School of Management, National Chiao Tung University Associate President of Taiwan Shin Kong International Venture Capital Co., Ltd. |
Chief Strategy Officer, Yongzhang Technology Co., Ltd. Director of Pan Asia International Enterprise Co., Ltd. Supervisor of Youyong Co., Ltd. |
|
independent director |
Zhuang Guoming |
male 61~70 |
Department of Law, National Chung Hsing University The 17th batch of Judicial Officers Training Institute completed Judge, New Taipei District Court, Taiwan Judge of Chiayi District Court, Taiwan |
Lawyer at Changjiang Dafang International Law Firm |