Board of Directors

The company has seven to nine directors and adopts a candidate nomination system. The term of office is three years. The shareholders will elect from the list of candidates, and they may be re-elected. The company elected the eighth board of directors (7 directors, including 4 independent directors) at the general meeting of shareholders in May 2024, with a term of office from May 30, 2024 to May 29, 2027. In order to establish a good governance system for the board of directors of the company, improve supervision functions and strengthen management functions, the “Rules of Procedures for the Board of Directors of Public Offering Companies” have been formulated for compliance.

Name
Type of Nominee		 Key Academic (Professional) Background
Chen, Tzen-Wen
Chairman

Education：

  • Ph.D., Institute of Clinical Medicine, National Yang Ming

University Experience：

  • Director, Department of Family Medicine, Taipei Veterans General Hospital
  • Vice Superintendent, Taipei Municipal Gan-Dau Hospital
  • Superintendent, Taipei Medical University Hospital
  • Vice Superintendent, Community Medicine, Taipei Medical University Hospital
  • Chairman, CHO Pharma, Inc.
  • Superintendent, Wei Gong Memorial Hospital
  • Adjunct Professor, School of Medicine, National Yang Ming University
  • Adjunct Clinical Professor, National Defense Medical Center

Current Position(s)：

  • Adjunct Attending Physician, Department of Nephrology, Taipei Medical University Hospital
  • Adjunct Professor, Department of Internal Medicine, College of Medicine, Taipei Medical University
  • Managing Director, Wei Gong Memorial Hospital
  • Consultant Attending Physician, Department of Nephrology, Wei Gong Memorial Hospital
  • Consultant Physician, Taipei Veterans General Hospital
Lee, Tsu-Der
Director

Education：

  • Bachelor’s degree in deontology, Taipei Medical University

Experience：

  • Chairman, Taipei Medical University

Current Position(s)：

  • Director, Taipei Medical University
  • Vice Chairman and Deputy Chairman of the Investment Review Committee, Diamond Biofund Inc.
  • Corporate Director Representative of Diamond Capital Inc.
  • Corporate Director Representative of Xinyao Biotechnology Investment Co., Ltd.
  • Corporate Director Representative of Jing Ying Investment Co., Ltd.
  • Independent Director, Machvision, Inc.
  • Independent Director, China General Plastics Corporation
Lu, Ching-Hung
Director

Education：

  • Department of Soil and Environmental Sciences, National Chung Hsing University

Experience：

  • CEO & Director, Harmony Organic Agriculture Foundation

Current Position(s)：

  • Corporate Director Representative of Xinyao Biotechnology Investment Co., Ltd.
  • Director, Microbio Singapore Pte. Ltd
  • Director, Microbio Malaysia Sdn. Bhd
  • Vice Chief Strategy Officer of Diamond Biofund Inc.
Han, Li-Chun
Independent Director

Education：

  • Department of Economics, National Chung Hsing University

Experience：

  • Deputy General Manager and Chief Supervisor of Brokerage Business, President Securities Corp.
  • Chairman, President Capital Management Co.Ltd.
  • Chairman, President Futures Co., Ltd.

Current Position(s)：

  • Independent Director, StemCyte International, Ltd.
  • Independent Director, SINEW PHARMA INC.
  • Member of the Remuneration Committee, CHO Pharma, Inc.
Liang, Chi-Ming
Independent Director

Education：

  • M.S., Department of Chemistry, National Taiwan University
  • Ph.D. in Pharmacology, College of Medicine, University of Arkansas for Medical Sciences

Experience：

  • Director of Public Affairs and Special Assistant to the President, Academia Sinica
  • Supervisor of Biomedicine, Taiwan Biobank, Academia Sinica
  • Special Researcher, Genomics Research Center, and CEO, BioHub Taiwan, Academia Sinica

Current Position(s)：

  • Visiting Lecturer, Academia Sinica
  • Director, Taiwan Bio-Development Foundation
  • Director, Asia Pacific Intellectual Property Association
  • Representative of the Corporate Director, Yung Shin Pharm. Ind. Co., Ltd.
Chang, Chun-Chao
Independent Director

Education：

  • M.S., School of Medicine, Taipei Medical University

Experience：

  • Vice Director of School of Medicine, College of Medicine, Taipei Medical University
  • Vice Superintendent, Taipei Medical University Hospital
  • Vice Superintendent of Taipei Medical University Hospital

Current Position(s)：

  • Associate Dean, Department of Medical Education, Taipei Medical University Hospital
  • Attending Physician, Department of Gastroenterology, Taipei Medical University Hospital
  • Professor of Department of Internal Medicine, School of Medicine, College of Medicine, Taipei Medical University
Wu, Wen-Mien
Independent Director

Education：

  • Ph.D. in Immunology, Graduate Institute of Microbiology, College of Medicine, National Taiwan University

Experience：

  • Director, Environmental Protection, Health and Safe Center, Fu Jen Catholic University

Current Position(s)：

  • Assistant Professor, Department of Nutritional Sciences, College of Human Ecology, Fu Jen Catholic University
  • Member and Convener, Health Food Review Committee of the Food and Drug Administration of the Ministry of Health and Welfare
  • Commissioner, Examination Yuan

(note)：Kingbird Tech Co., Ltd. reappointed Mr. Kuo, Hsien-Shou as the representative. And the BOD re-elected him as the chairperson of the board on December 20, 2021.

The implementation of diversity by board members：

The company stipulates in the “Code of Practice on Corporate Governance” that the composition of the board of directors should be diversified. Except for directors who are also managers of the company, it is not advisable to exceed one-third of the number of directors, and it should formulate appropriate diversification policies based on its own operation, operation type and development needs.

The company’s board of directors aims to achieve diversity by having independent director seats account for more than half and female director seats reach one-third.
The current board is composed of seven directors, including four independent directors, representing 57% of the board. This meets the target of having independent directors exceed half of the total seats. One female director has been newly appointed in this term, and the company plans to gradually increase the number of female directors in future board elections.

 
It is mentioned in the Company’s “Code of Practice on Corporate Governance” that board members should generally possess the knowledge, skills and literacy necessary to perform their duties. In order to achieve the ideal goal of corporate governance, the overall board of directors should have the following capabilities:
 
  1. Operational judgment ability.
  2. Legal, Accounting and financial analysis capabilities.
  3. Operation and management capabilities.
  4. Crisis management capabilities.
  5. Industry knowledge.
  6. International market outlook.
  7. Leadership.
  8. Decision-making ability.
 
The Company nominates for and elects Board members through a candidate nomination system in compliance with the Company’s Articles of Incorporation. In addition to evaluating each candidate’s academic qualifications, we comply with the “Procedures for Election of Directors” and the “Corporate Governance Best Practice Principles” to ensure Board diversity and independence of Board members.

The implementation of Board diversity:

【Results of the most recent annual board performance evaluation】

 

According to our company’s “Self-Evaluation or Peer Evaluation of the Board of Directors”, an annual performance assessment is conducted based on the criteria and evaluation processes outlined in the procedures. This assessment encompasses the overall performance of the Board of Directors, individual board members, and functional committees.

 

Performance indicators：

The measurement items of the performance evaluation of the company’s board of directors include the following five aspects:
  • Participation level in the management of the Company.
  • The decision-making quality of the Board.
  • Composition and structure of the Board of Directors.
  • Appointment of Director and continued education.
  • Internal control.
 
The measurement items of the performance evaluation of the board member performance (self-or peer-) include the following six aspects:
  • Mastery of the company objective and mission.
  • Understanding of directors’ duties.
  • Participation level in the management of the Company.
  • Engagement of internal relations and communication.
  • Directors’ professionalism and continued education.
  • Internal control.
 
 

The measurement items of the performance evaluation of the functional committees include the following five aspects:

  • Participation level in the management of the Company.
  • Comprehension of the responsibilities of the functional committee.
  • Enhancement of the decision-making quality of the functional committee.
  • Composition of functional committee and appointment of members.
  • Internal control.
 
The evaluation is conducted by the Finance Department through an internal questionnaire approach, comprising four sections related to the operation of the Board of Directors, director participation, the operations of the Remuneration Committee and the Audit Committee. This assessment includes evaluations by directors on the Board’s performance, self-assessment by directors regarding their own participation, and the company’s assessment of the functioning of the Audit Committee and Remuneration Committees.”

 

Performance results：

The performance evaluation of the board of directors in 2023 has been completed and the evaluation results already reported to the board of directors meeting and the Remuneration committee meeting in May  2024.
 
 
The year 2023 board performance evaluation result was excellent including self-assessment results of the Board of Directors, Audit Committee, and Remuneration Committee. According to the evaluation results, the overall operation of the board of directors is still good.
 
 
 
In addition to the internal self-assessment conducted within the company, The company’s policy “Self-Evaluation or Peer Evaluation of the Board of Directors”, which clearly stipulates that the Company’s board performance evaluation shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three years.
In 2023, the Taiwan Corporate Governance Association was entrusted with the performance evaluation of the Board of Directors.
The evaluation results have been submitted to the board of directors on November 10, 2023.
Please refer to the following link for more information:

 

 

In addition, the company has disclosed the “Self-Evaluation or Peer Evaluation of the Board of Directors” on the company website for inquiries.

Succession Plan: please refer to the following link:

pdf link