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Corporate Governance

Corporate Governance

Corporate Governance

To enhance the supervisory functions and strengthen the management mechanism, CLC established two non- statutory functional committees (ESG Committee, Risk Management Committee) and two statutory functional committees (Audit Committee, Compensation Committee) under our BoD.

ESG Committee

To implement and facilitate corporate sustainability, the BoD of CLC established “ESG Committee” with six committee members on December 21, 2023, with President as the chair.

The ESG Committee holds at least two committee meetings each year and executes the following responsibilities:
1. Establish the sustainable development policies, goals and implementation plans
2. Promote and develop ESG-related matters
3. Supervise other sustainable development-related tasks as resolved by the BoD


the Operation of ESG Committee
 
Members
(Position at CLC)
Name Date Elected The First Meeting of the First Session
(December 21th, 2023)
Member Attendance (%)
Chair
Director/ President
Ching-Biao Chang December 21th, 2023 V 100%
Director/ Vice President Mu-Siang Peng December 21th, 2023 V 100%
Vice President Zeng-Fu Hou December 21th, 2023 V 100%
Independent Director Yung-Chi Wang December 21th, 2023 V 100%
Independent Director Fu-Hsing Chang December 21th, 2023 V 100%
Independent Director Feng-Chih Huang December 21th, 2023 V 100%


Risk Management Committee

To enhance the risk assessment and strengthen the management mechanism, the BoD of CLC established “Risk Management Committee” with six committee members on December 21, 2023, with President as the chair.

The Risk Management Committee holds at least two committee meetings each year and executes the following responsibilities:
1. Review the risk management policies, procedures, and frameworks
2. Strengthen risk management and urge the implementation status of various risk management measures
3. Supervise other risk management-related tasks as resolved by the BoD


the Operation of Risk Management Committee
 
Members
(Position at CLC)
Name Date Elected The First Meeting of the First Session
(December 21th, 2023)
Member Attendance (%)
Chair
Director/ President
Ching-Biao Chang December 21th, 2023 V 100%
Director/ Vice President Mu-Siang Peng December 21th, 2023 V 100%
Vice President Zeng-Fu Hou December 21th, 2023 V 100%
Independent Director Yung-Chi Wang December 21th, 2023 V 100%
Independent Director Fu-Hsing Chang December 21th, 2023 V 100%
Independent Director Feng-Chih Huang December 21th, 2023 V 100%


Audit Committee

CLC’s Audit Committee supervises the fair presentation of CLC’s financial statements; the appointment (dismissal), independence, and performance of certified public accountants; the effective implementation of CLC’s internal control; the adequacy of internal compliance, procedures, and programs; and control over existing or latent risks.
The Audit Committee holds at least one committee meeting each quarter. In 2022, the Audit Committee held a total of eight meetings, with 100% member attendances. Please refer to the CLC Annual Report for more information regarding the committee meetings and member attendance.

 
Title Name Gender Education and Experience Position at CLC Date Elected
Convener Yung-Chi Wang M KaiNan Vocational High School
Managers' post graduate study, Tunghai University
President, Long Chen Paper Co., Ltd.
Managing Director, Hwa Fong Paper Product Co., Ltd.
Director, Shiu Lung Paper Product Co., Ltd.
Independent Director  2022.6.10
Member Fu-Hsing Chang M Ph.D. in Accounting, National Chengchi University
Associate Professor, Chihlee University of Technology
Independent Director, YuFo Electronics Co., Ltd.
Independent Director, SynCore Biotechnology Co., Ltd.
Associate Professor, National Yunlin University of Science and Technology
Independent Director  2022.6.10
Member  Feng-Chih Huang M Masters in Business Administration, State University of New York
Chairperson, AZI Consulting Company Ltd.
Independent Director, T-Conn Precision Corporation
Executive Vice President, Office of CEO.IB of CTBC Bank Co., Ltd.
Senior Manager Corporate Banking, HSBC Bank (China) Company Limited
Independent Director  2022.6.10
 

Compensation Committee

CLC’s Compensation Committee establishes, reviews, and assesses the policy, system, standard, and structure regarding the performance evaluation of and compensation for directors and managers and reviews their compensation; and makes recommendations to the board of directors for discussions. The Compensation Committee holds at least two committee meetings each year. In response to the board's re-election, the board appointed three independent directors to be members of the 5th Compensation Committee on June 24, 2022, with Mr. Yung-Chi Wang as the chair. In 2023, the Compensation Committee held two committee meetings, with 100% member attendances. Please refer to the CLC Annual Report for more information regarding the committee meetings and member attendance.

 
Title Name Gender Education and Experience Position at CLC Date Elected
Convener Yung-Chi Wang M KaiNan Vocational High School
Managers' post graduate study, Tunghai University
President, Long Chen Paper Co., Ltd.
Independent Director 2022.6.24
Member Fu-Hsing Chang M Ph.D. in Accounting, National Chengchi University
Associate Professor, Chihlee University of Technology
Independent Director, YuFo Electronics Co., Ltd.
Independent Director, SynCore Biotechnology Co., Ltd.
Associate Professor, National Yunlin University of Science and Technology
Independent Director  2022.6.24
Member  Feng-Chih Huang M Masters in Business Administration, State University of New York
Chairperson, AZI Consulting Company Ltd.
Independent Director, T-Conn Precision Corporation
Executive Vice President, Office of CEO.IB of CTBC Bank Co., Ltd.
Senior Manager Corporate Banking, HSBC Bank (China) Company Limited
Independent Director  2022.6.24

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