Corporate Governance

"Professionalism, Integrity, Teamwork, Innovation" is not only CTCI’s corporate culture, but is also CTCI’s most fundamental principle in daily operations. We value reliable and trustworthy relationship with customers, cooperative partners, suppliers, and contractors, looking forward to working with them for the long-term. That is why we have made it our vision to become the "The Most Reliable Global Engineering Services Provider," with a mission to "Satisfy Our Customers with Optimized Engineering Services," so that we can create a "Most Reliable" brand spirit when providing global engineering services.
　
CTCI is committed to sustainable development and strives to promote a transparent corporate governance culture. As for the corporate governance evaluation-- from the "Information Disclosure and Transparency Ranking System" to the "Corporate Governance Evaluation System"-- CTCI ranks among the best and continues to be a leader in corporate governance. Since 2017, CTCI has achieved the highest recognition, "The Most Prestigious Sustainability Award - Top Ten Domestic Corporations," which is part of the Taiwan Corporate Sustainability Awards (TCSA). CTCI earned this award for six consecutive years, making it number one in the engineering industry.

Structure and Operation of Board of Directors

CTCI's Board of Directors is the Company's highest decision-making team, responsible for overseeing CTCI's overall operational responsibilities while overseeing management's policy implementation and results. To establish sound and effective board operations, CTCI has adopted the candidate nomination system for electing its Board of Directors according to its "Articles of Incorporation" and the "Rules Governing the Election of Directors." CTCI has elected 12 Directors (including four Independent Directors within one woman Independent Director) who are composed of the Board of Directors; each Board member term is for three years. Pursuant to the "Rules Governing Procedure for Board of Directors' Meetings," the Board shall convene a meeting at least once every quarter. To follow principles of integrity and avoiding conflict of interest, CTCI has adopted "Ethical Corporate Management Principles." Whenever a meeting proposal involves a board member, his/her spouse, a blood relative within the second degree of kinship, or any company which has a controlling or subordinated relation, he/she shall recuse himself/herself and may not act as a proxy of another director to exercise voting rights on that matter.
　
To keep improving operation efficiency of the Board, there is "Regulations Governing the Board Performance Evaluation" in place that evaluates the whole Board of Directors, individual directors and functional committees. Such board performance evaluation is carried out at least once a year. Above results are considered by nominating the candidate of Directors. The Board performance evaluations in 2022 were carried out at the beginning of 2023 by self-evaluation of individual Board members, the results of which showed that the board is operating well. As to external evaluation, CTCI updated its guidelines in November 2018 that requires a board performance evaluation to be carried out by external evaluation unit once every 3 years. The latest external evaluation is completed in June, 2021, and report to Nominating Committee and the Board of directors in November, 2021. The report result has been disclosed on official website.

Directors' Diversity

CTCI's "Corporate Governance Principles" demands that the Board composition should be diverse, and that appropriate policies should be formed with regard to the Board's operations, operating dynamics and development needs, which includes but is not limited to the following two major aspects. All members of the Board should possess necessary knowledge, skills, and experience to perform their duties. To achieve the ideal goal of corporate governance, eight types of abilities are what we expect the Board of Directors to have.

According to corporate principles, among the 12 directors of CTCI's 15th board of directors, Chairman Michael Yang, Director John T. Yu, Director Quintin Wu, Director Johnny Shih, Director Yancey Hai, Director An-Ping Chang, Director Wenet Pan, and Director Paul Chen are all corporate managers of listed companies from different industries. These industries include engineering consultants, plastics, textiles, electronics, optoelectronics, and cement. These members not only excel at leadership, management, decision-making, and execution -- they are also prominent leaders in their respective industries. As for the independent directors, we have, Jack Huang with experience in practicing law, former Minister of Economic Affairs Yen-Shiang Shih, former Public Construction Committee Chairperson Frank Fan, and qualified accountant Yi-Fang Chen. These four members are either iconic figures from their respective industries, government, the legal field, or academia. This allows CTCI to attain its goals of diversity and complementarity professionals to serve on its Board. In order to implement the diversification policy of the composition of the board of directors, CTCI aims to have at least one female director. Currently, there is 1 female director already. Moreover, CTCI . Chairman is also the member of Managing officer as Vice Chairperson of Management Strategy Committee.

In addition, the Company has one director with employee status, accounting for 8% of the total; four independent directors, accounting for 33%, of which one independent director has a term of fewer than three years, one independent director has a term of three to six years, and two independent directors have a term of six to nine years; one director is under 71 years old, three directors are between 61-70 years old, and eight directors are above 70 years old.

Shareholders' Equity and Communications

Shareholders' Equity and Communications Information disclosure is an important part of corporate governance. CTCI has always been committed to information transparency and the convenience of information, providing investors with the most immediate information to protect investors' interests. CTCI not only conducts one-way information disclosure, but also sets up the "Investor Section" on the website to disclose information on corporate governance, business announcements, financial statements, group news, corporate briefings, internal audits, among others, in real time. The contents of investor conference presentations session can also be viewed online. Moreover, CTCI publishes detailed information on TWSE's "Market Observation Post System" to allow investors better understand the Company's current situation, which is a way to safeguard shareholders' rights.
　
CTCI not only fully discloses the information but also regularly participates overseas investor briefings organized by securities firms, thereby having more opportunities to directly communicate with overseas institutional investors. In addition, we regularly pay visit to the main corporate shareholders who have held long-term shares every year and learn about their suggestions on CTCI's operations. CTCI also has a spokesperson and investor relations specialist, which maintains direct contact with the shareholders immediately by phone, fax, or e-mail so as to respond in the shortest time possible.