Accountable Governance

Corporate Governance

CTCI is committed to promoting a transparent, responsible and effective overseeing corporate governance system, and implementing the diversity and independence of board members. We are looking forward to inspiring visionary decisions to respond potential risks and challenges of the Company by integrating different views. CTCI has achieved the highest recognition, 8 times in the “Top 5% of the Corporate Governance Evaluation System” and in the “Top 10% of listed companies in the non-finance and non-electronics industry with a market value of TWD 10 billion.” The performance is highly recognized and making a leader in the listed companies and corporate governance.

Composition of Board of Directors

CTCI's Board of Directors is the Company's highest decision-making team. In addition to exercising the power granted by the Company Act, the Articles of Incorporation and resolution of the shareholders’ meeting and supervising the management’s policy implementation results, they also oversee sustainable development’s plans and execution. According to the Articles of Incorporation, the Company shall have nine to thirteen directors (including independent directors), who shall be elected through the candidates nomination system for the term of three years. The number of independent directors shall be at least two and shall be no less than one-fifth of the total number of the directors.
　

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 basic profile and value, and professionalism and skills. All members of the Board should possess necessary knowledge, skills, competence about 8 abilities to perform their duties. 
 
According to corporate principles, among the board members of the Company, 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,  former Vice Chairman of Public Construction Commission Chien-Chung Li, former Minister of Economic Affairs Yen-Shiang Shih, qualified accountant Yi-Fang Chen and former Director General of Department of Foreign Exchange of Central Bank Harry Yen. These four members are either iconic figures from their respective industries, government, or academia. This allows CTCI to attain its goals of diversity and complementarity professionals to serve on its Board. The detail of the diversity composition of the Board of Directors has been disclosed on official website.

Structure of Board of Directors

CTCI has one-tier board. CTCI’s 16th board of directors has 12 directors and their average duration was 10.71 years in the end of 2024. The Company have four independent directors, accounting for 33% of the total; ten non-executive directors, accounting for 83% of the total; and one female director and has achieved the goal of diversity policy of at least one female director. CTCI Chairman is also the member of Managing officer and serves as Vice Chairperson of Management Strategy Committee to quickly respond to various challenges.
　

The Operation of Board of Directors

The Board shall convene a meeting at least once every quarter. As of the end of 2024, the average attendance rate of Board Meetings was 95%. In order to effectively supervise the Company’s operations and risks, CTCI Board has established four functional committees "Audit Committee," "Remuneration Committee," "Nominating Committee" and “ESG & Net Zero Committee.” That could enhance the quality and efficiency of decision-making as well as to strengthen sustainable development.
　

Remuneration policy

The Remuneration Committee formulates and reviews the performance evaluation and remuneration policies of the Company's directors and managers on a regular basis. The remuneration policy, long-term incentives and payment standards for the Chairman (CEO) and all managerial officers are reviewed by the Remuneration Committee and submitted to the Board of Directors for approval. The remuneration to directors (including the Chairman (CEO)) is determined by the Board of Directors with reference to the standards of listed companies in the industry and their contribution, and the Company's operating performance (consolidated revenue, earnings per share, and return to shareholders). Managerial salaries are closely tied to the Company's operational results and performance. Each year, based on the Company's performance indicator scores and in reference to the compensation levels in the industry, the proposal for managerial remuneration is determined. For the details of the remuneration policy, standard, and combination of the Company, the association in setting remuneration, and the correlation with the business performance and future risk, please refer to page 27 of the 2024 CTCI Annual Report.
　
CTCI connects the CEO's and other senior executives' performance indicators with sustainability targets  to integrate the Company's operational goals with sustainability outcomes. Financial metrics include the Gross Profit Achievement Rate ( which incorporates internal carbon pricing) and the Contract Amount Achievement Rate (which factors in green engineering projects). Non-financial metrics encompass Environmental Protection (including GHG management) and the Net Zero EPC Achievement Rate, among others.