Structure and Operation of Board of Directors
CTCI has elected 12 directors (including 3 independent directors) to serve on the Board of Directors, each tenure of the Board of Directors lasting for 3 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 not only the whole Board of Directors but also individual directors and functional committees. Such board performance evaluation is carried out at least once a year. The Board performance evaluations in 2019 were carried out at the beginning of 2020 by self- evaluation of individual Board members, the results of which showed that the board is operating well.
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 2 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, the following 8 kinds of abilities are what we expect the Board of Directors to have:
According to the principle of the preceding paragraph, among the 12 directors of CTCI’s 14th board of directors, Chairman John T. Yu, Vice Chairman Michael Yang, 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 (including engineering consultants, plastics, textiles, electronics, optoelectronics, and cement), who not only excel at leadership, management, and decision-making execution, but are also prominent figures in their respective industries. As to independent directors, we have attorney's experience Jack Huang, former Minister of Economic Affairs Yen-Shiang Shih, former Public Construction Committee Chairperson Frank Fan, and finance professional Bing Shen, who are either iconic figures from the industry, government, legal field, or academia. This allows us to attain diversity and complementarity among the Board.
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 visit the top ten corporate shareholders who have held long-term shares every year and learn about their suggestions on the Company's operations. The Company also has a spokesperson and investor relations specialist, which maintains direct contacts with the shareholders immediately by phone, fax, or e-mail so as to respond in the shortest time possible.
▼ Structure of Shareholders (March 30, 2020)
▼ Information Disclosure Channels
▼ Shareholders' Equity