Investor Relations

Board of Directors

 The nomination and election of the Board of Directors of the Company complies with Code of Practice for Corporate Governance of the Company and adopted candidate nomination system. Besides the assessment of each candidate’s education and experience, the Company takes stakeholders’ opinions into consideration and complies with “Rules for Election of Directors of the Company” and “Corporate Governance Principle” to ensure the diversity and independence of the board members.

Besides the knowledge, skills and literacy are necessary for the performance of the Board of Director, to achieve the idol purpose of the corporate governance, the overall abilities of the Board of Directors should include: 1. operational judgment, 2. financial analysis, 3. operation management, 4. risk management, 5. industrial knowledge, 6. international perspective, 7. leadership, 8. decision-making capacity, etc.

The Board of Director is now composed of 15 Directors, all of them are individuals with specialization (e.g. law, accounting) and experience in industrial management (e.g. petrochemical, finance, technology, textile, etc.), including 3 Independent Directors. The Company values the gender equity and industrial experience of the board members. The goals are at least one female director, 50% of directors with experiences in 2 or more industries and 50% of directors with experience of AI stimulation to digital transformation. Among 15 directors, there are 2 directors that are female (13.3% of all directors), 10 directors with experiences in 2 or more industries and 11 directors with experiences of AI stimulation to digital transformation currently, so the goals have been achieved.In addition to relying on their professional leadership decision-making ability, the Directors also possess excellent business management capabilities, as well as expertise in the industry, finance, accounting, or the legal field. This deepens the independence and diversity of corporate governance.

  1. Board of Directors Diversity Policy
  2. Board of Directors and Major Managers Succession Plan of NPC
  3. Each Director's education and experience
    Job Title Name Experience Education Positions
    Chairman Chia-Chau Wu - President of NPC
    - Executive Vice President of NPC
    B.A. in Business Administration, National Chengchi University - Chairman of Nanya Technology Corp.
    - Chairman of Nan Ya PCB Corp.
    Managing Director Wen-Yuan Wong - Chairman of Chinese National Federation of Industries
    - Chairman of Taiwan Textile Federation
    - Chairman of Formosa Chemicals & Fiber Corp.
    M.S. in Industrial Engineering, University of Houston, USA - Chairman of Taiwan Textile Federation
    - Chairman of Formosa Taffeta Co., Ltd.
    - Executive Director of Formosa Plastics Corp., Formosa Chemicals & Fiber Corp. and Formosa Petrochemical Corp.
    Managing Director
    (Representative of Formosa Petrochemical Corp.)
    Wilfred Wang - Chairman of Formosa Petrochemical Corp.
    - Chairman of Nan Ya Photonics Inc.
    - Chairman of Formosa Plastic Marine Corp.
    B.S. in Mechanical Engineering, University of London - Chairman of Nan Ya Photonics Inc.
    - Chairman of Formosa Plastic Marine Corp.
    - Executive Director of Formosa Plastics Corp.
    - Executive Director of Formosa Chemicals & Fiber Corp.
    - Executive Director of Formosa Petrochemical Corp.
    Managing Director Ruey-Yu Wang - Chairman of Formosa Biomedical Technology Corp.
    - Chairman of Hong Jing Resources Co., Ltd.
    M.S. in International Business Management, National Taiwan University - Executive Director of Formosa Chemicals & Fiber Corp.
    - Chairman of Formosa Biomedical Technology Corp.
    Managing Director
    (Independent Director)
    Chih-Kang Wang - Chairman of TAITRA, Taiwan
    - Minister of Economic Affairs, Taiwan
    - Chairman of Fuh Hwa Securities Investment Trust Co., Ltd.
    Ph.D. in Business Administration, Texas A&M University, USA - Chairman of CTBC Venture Capital Co., Ltd.
    - Independent Director of Formosa Sumco Technology Corp.
    Independent Director Yi-Fu Lin - Minister of Economic Affairs
    - Minister without Portfolio of Executive Yuan
    - Ambassador of WTO
    B.A. in Accounting and Statistics, National Chengchi University - Independent Director of Taishin Financial Holding Co., Ltd.
    - Independent Director of Pan German Universal Motors Ltd.
    - Director of Oneness Biotech Co., Ltd.
    Independent Director Yun-Peng Chu - Minister without Portfolio of Executive Yuan
    - Commissioner of Fair Trade Commission
    - Director of Research Center for Humanities and Social Science
    Ph.D. in Economics, University of Maryland, USA - Chairman of Bojen Care Corp.
    - Independent Director of Asia Cement Corp. and China Petrochemical Development Corp.
    Director Ming-Jen Tzou - Executive Vice President, NPC
    - Senior Vice President, NPC
    Chemical Engineering, Provincial Taipei Institute of Technology - President of NPC
    - Director of Nanya Technology Corp.
    - Director of Nan Ya Printed Circuit Board Corp.
    Director Shen-Yi Lee - Managing Partner Emeritus
    - Member, Control Yuan, Taiwan
    - Commissioner, Fair Trade Commission, Executive Yuan, Taiwan
    - Chairman of the Board, Consumer’s Foundation, Taiwan, R.O.C.
    Ph.D. in Law, Chinese Culture University - Vice President of Taiwan New Economic Foundation
    - Independent Director of WIN Semiconductors Corp. and Capital Securities Corp.
    - Director of East-Tender Optoelectronics Corp.
    Director
    (Representative of Formosa Plastics Corporation)
    Zo-Chun Jen - Advisor of NPC
    - Senior Vice President, NPC
    B.S. in Electrical Engineering, Tatung Institute of Technology - Advisor of NPC
    - Director of Nan Ya Electronic Materials (Kunshan) Co., Ltd
    Director Kuei-Yung Wang - Vice President, NPC B.S. in Chemistry, University of London - Senior Vice President, NPC
    - Director of Nan Ya Plastics Corp. U.S.A.
    Director Fong-Chin Lin - Senior Vice President, NPC
    - Vice President, NPC
    Master degree in Accounting, National Chengchi University - Senior Vice President, NPC
    - Director of Nan Ya Plastics (Hong Kong) Corp.
    Director Cheng-Chung Lee - Senior Vice President, NPC
    - Vice President, NPC
    B.S. in Chemical Engineering, National Central University - Senior Vice President, NPC
    - Director of Nan Ya Electronic Materials (Kunshan) Co., Ltd.
    Director
    (Representative of Formosa Chemicals & Fibre Corporation)
    Chung-Yueh Shih - Senior Vice President, NPC
    - Vice President, NPC
    B.S. in Chemical Engineering, National Taiwan University - Executive Vice President, NPC
    - Director of Nan Ya Plastics (Ningbo) Co., Ltd
    Director
    (Representative of Freedom Internation Enterprise Company)
    Ching-Cheng Chang - Director of Fu Tak Investment Company B.A. in Business Administration, Tunghai University - Director of Fu Tak Investment Company
  4. Directors' Professional Qualifications and Independent Directors' Independence Status
    Name Professional Qualification and Experience(Note 1) Independent Directors’ Independence Status(Note 2) Number of other public companies’ in which the individual is concurrently serving as an Independent Director
    Chia-Chau Wu Processes extensive industrial knowledge and management experience including plastic, textile fiber, chemical, semiconductor, steel and marine industries. Once was the executive of above-mention industries. Now is the chairman or director of relevant companies and the convener of Sustainable Development committee of NPC, and the director of Petrochemical Industry Association of Taiwan.

    Besides the capacities of leadership, decision-making, strategy planning, crisis management and risk management, the international perspective and insight allow him to manage NPC’s subsidiaries in mainland China and United States or invested companies simultaneously. Leading the promotion and implementation of circular economy and process optimization, deploying the market of high-value product and strengthening R&D capabilities and promoting ESG of NPC actively.
    Spouse or relative within the second-degree relatives does not serve as director, which complies with Article 26-3 of the Securities and Exchange Act. 0
    Wen-Yuan Wong Processes extensive industrial knowledge and management experience including plastic, textile fiber, chemical, liquefied petroleum/natural gas, semiconductor, steel, marine and biomedicine industries. Once was the executive of above-mention industries. Now is the chairman or director of relevant companies.
    With the capacities of leadership, decision-making, crisis management, etc., and international perspective. A multinational corporation leader of mainland China, United States Vietnam, etc. and is now the chairman of Taiwan Textile Federation.

    Equips the specialty of engineering technology and profound understanding of AI, leading NPC from energy saving, emission reducing, circular economy, AI stimulation to digital transformation.
    2 of spouse or relative within the second-degree relatives serve as a director, but is not more than half of directors, which complies with Article 26-3 of the Securities and Exchange Act. 0
    Representative of Formosa Petrochemical Corp. Wilfred Wang Processes extensive industrial knowledge and management experience including liquefied petroleum/natural gas, plastic, textile fiber, chemical, steel, marine, photonics and biomedicine industries. Once was the executive of companies of plastics and liquefied petroleum/natural gas. Now is the chairman of companies of marine, photonics, investment and development, TV media, etc. and the director of above-mention industries.

    Equips the specialty of mechanical engineering, the capacities of leadership, decision-making, innovation strategy, crisis management, etc. and international perspective, supervising NPC continues to develop and expand diversified business.
    2 of spouse or relative within the second-degree relatives serve as a director, but is not more than half of directors, which complies with Article 26-3 of the Securities and Exchange Act. 0
    Ruey-Yu Wang Processes extensive industrial knowledge and management experience including biomedicine, plastic, textile fiber, chemical, liquefied petroleum/natural gas, steel and information service industries. Now is the chairman of biomedicine company and director of above-mentioned industries.

    With the capacities of leadership, decision-making, marketing communication, crisis management, risk management etc. and international perspective. Once was the president of PFG group, leading the group to establish a completed management system and computerized operation and now is supervising the development of new energy business.
    1 of spouse or relative within the second-degree relatives serves as a director, but is not more than half of directors, which complies with Article 26-3 of the Securities and Exchange Act. 0
    Independent Director Chih-Kang Wang Processes extensive industrial knowledge and management experience, once was the minister of Economics Affairs, chairman of Fuh Hwa Securities Investment Trust Co., Ltd., Taiwan External Trade Development Council, Taiwan Institution of Economic Research, and department chair of International Business of National Taiwan University. Now is the Chairman of CTBC Venture Capital Co., Ltd. and independent director of Formosa Sumco Technology Corp., the convener of Audit Committee, Remuneration Committee and the member of Sustainable Development Committee and no circumstance set out in a subparagraph of Article 30 of the Company Act.

    With the specialties of education, economic, finance and law, and the capacities of leadership, decision-making, crisis management, etc. and international perspective. Supervising the internal control, the fair presentation of financial statement and the issue of executive compensation of NPC, fulfilling the duties of independent directors.
    Neither do the independent directors, his or her spouse or relative within the second-degree relatives (or nominee arrangement) hold any NPC share, nor do the matters stipulated in "Subparagraphs 5-8 of Paragraph 1 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" happened, and there's no commercial, legal, financial, accounting services been provided to NPC or to any its affiliates within the preceding 2 years. Thus, the independent directors comply with the independence requirements. 1
    Independent Director Yi-Fu Lin Processes extensive industrial knowledge and management experience including financial and biomedicine industries. Once was director general of Bureau of Foreign Trade and the minister of Economics Affairs, now is the independent director of Taishin Financial Holding Co., Ltd., and Pan German Universal Motors Ltd., the director of Oneness Biotech Co., Ltd., the member of Audit Committee, Remuneration Committee and Sustainable Development Committee of NPC and no circumstance set out in a subparagraph of Article 30 of the Company Act.

    With the specialties of finance and accounting, and the capacities of leadership, decision-making, crisis management, etc. and international perspective. Supervising the internal control, the fair presentation of financial statement and the issue of executive compensation of NPC, fulfilling the duties of independent directors.
    Neither do the independent directors, his or her spouse or relative within the second-degree relatives (or nominee arrangement) hold any NPC share, nor do the matters stipulated in "Subparagraphs 5-8 of Paragraph 1 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" happened, and there's no commercial, legal, financial, accounting services been provided to NPC or to any its affiliates within the preceding 2 years. Thus, the independent directors comply with the independence requirements. 2
    Independent Director Yun-Peng Chu Processes extensive industrial knowledge and management experience including petrochemical and financial industries. Once was minister of state without portfolio of Executive Yuan, director of Research Center for Humanities and Social Science and chairman of Taiwan Insurance Guaranty Fund, now is the visiting professor of School of Big Data Management, Soochow University, the independent director of China Petrochemical Development Corp. and Asia Cement Corp., the member of Audit Committee, Remuneration Committee and Sustainable Development Committee of NPC and no circumstance set out in a subparagraph of Article 30 of the Company Act.

    With the specialties of education, economic and finance, and the capacities of leadership, decision-making, crisis management, etc. and international perspective. Supervising the internal control, the fair presentation of financial statement and the issue of executive compensation of NPC, fulfilling the duties of independent directors.
    Neither do the independent directors, his or her spouse or relative within the second-degree relatives (or nominee arrangement) hold any NPC share, nor do the matters stipulated in "Subparagraphs 5-8 of Paragraph 1 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" happened, and there's no commercial, legal, financial, accounting services been provided to NPC or to any its affiliates within the preceding 2 years. Thus, the independent directors comply with the independence requirements. 2
    Ming-Jen Tzou Processes extensive industrial knowledge and management experience including petrochemical, plastic, semiconductor and electronic material industries. Now is the president and the member of Sustainable Development Committee of NPC, the president and director of relevant companies.

    A professional senior executive with capacities of management, leadership, decision-making, communication and coordination, crisis management, risk management, AI stimulation to digital transformation, energy saving, carbon reduction industrial safety, environmental protection. Promoting ESG of NPC actively.
    Spouse or relative within the second-degree relatives does not serve as director, which complies with Article 26-3 of the Securities and Exchange Act. 0
    Shen-Yi Lee Processes extensive financial and semiconductor industries knowledge and management experience, and is an attorney passed the National Professional and Technical Examination. Once was the chairman of Consumer’s Foundation, Chinese Taipei and honor director of Chien Yeh Law Offices, now is the vice chairman of Taiwan New Economy Foundation, independent director of Capital Securities Corp. and WIN Semiconductors Corp.

    With the specialties of law and the capacities of operation judgement, leadership, decision-making, crisis management, etc. and international perspective. Supervising the business performance of NPC.
    Spouse or relative within the second-degree relatives does not serve as director, which complies with Article 26-3 of the Securities and Exchange Act. 2
    Representative of Formosa Plastics Corporation Zo-Chun Jen Processes extensive industrial knowledge and management experience including petrochemical and textile fiber industries. Now is the director of relevant companies, and the fourth director of Taiwan Man-Made Fiber Industries Association.

    A professional senior executive with specialties of mechanical engineering and capacities of management, leadership, decision-making, communication and coordination, crisis management, risk management, AI stimulation to digital transformation, energy saving, carbon reduction industrial safety, environmental protection.
    Spouse or relative within the second-degree relatives does not serve as director, which complies with Article 26-3 of the Securities and Exchange Act. 0
    Kuei-Yung Wang Processes extensive industrial knowledge and management experience including petrochemical and plastic industries. Now is the director of relevant companies.

    A professional senior executive with specialties of chemical and capacities of management, leadership, decision-making, communication and coordination, crisis management, risk management, AI stimulation to digital transformation, energy saving, carbon reduction industrial safety, environmental protection.
    Spouse or relative within the second-degree relatives does not serve as director, which complies with Article 26-3 of the Securities and Exchange Act. 0
    Fong-Chin Lin Processes extensive industrial knowledge and management experience including petrochemical and plastic industries. Now is the NPC’s senior vice president of Plastics Segment, director of relevant companies and the 20th director of Taiwan Plastics Industry Association.

    A professional senior executive with specialties of accounting and capacities of management, leadership, decision-making, communication and coordination, crisis management, risk management, AI stimulation to digital transformation, energy saving, carbon reduction industrial safety, environmental protection.
    Spouse or relative within the second-degree relatives does not serve as director, which complies with Article 26-3 of the Securities and Exchange Act. 0
    Cheng-Chung Lee Processes extensive electronic materials industry knowledge and management experience. Now is the NPC’s senior vice president of Electronic Materials Segment, director of relevant companies.

    A professional senior executive with specialties of electronic capacities of management, leadership, decision-making, communication and coordination, crisis management, risk management, AI stimulation to digital transformation, energy saving, carbon reduction industrial safety, environmental protection.
    Spouse or relative within the second-degree relatives does not serve as director, which complies with Article 26-3 of the Securities and Exchange Act. 0
    Representative of Formosa Chemicals & Fibre Corporation Chung-Yueh Shih Processes extensive industrial knowledge and management experience including petrochemical and plastic industries. Now is the NPC’s Executive Vice President and promotes sustainable development, and also the
    director of relevant companies.
    A professional senior executive with specialties of chemical and capacities of management, leadership, decision-making, communication and coordination, crisis management, risk management, AI stimulation to digital transformation, energy saving, carbon reduction industrial safety, environmental protection..
    Spouse or relative within the second-degree relatives does not serve as director, which complies with Article 26-3 of the Securities and Exchange Act. 0
    Representative of Freedom Internation Enterprise Company Ching-Cheng Chang Processes extensive financial industry knowledge and management experience. Now is director of Fu Tak Investment Company.

    With specialties of finance and capacities of management, leadership, decision-making, crisis management, etc. and international perspective. Supervising the business performance of NPC.
    Spouse or relative within the second-degree relatives does not serve as director, which complies with Article 26-3 of the Securities and Exchange Act. 0
date Content Download
2023/12/13 Board Meeting Resolution
2023/11/10 Board Meeting Resolution
2023/08/08 Board Meeting Resolution
2023/05/31 Board Meeting Resolution
2023/05/09 Board Meeting Resolution
2023/03/08 Board Meeting Resolution

Communication between independent directors, the internal audit officer and the CPA

Communication between Independent Directors and CPAs:

The Audit Committee of the Company is composed of the entire number of independent directors. The CPAs attend to report to the independent directors on a quarterly basis before or during the audit committee about the audit (or review) results of the Company and its subsidiaries’ financial status and overall operating results and fully communicate and explain whether the amendment of the laws affects the accounting results.

Communication between Independent Directors and internal audit officer:

  • The amendment of the “Internal Control Systems” and “Internal Audit Implementation Rules” of the Company shall be subjected to the approval of the Audit Committee and shall be submitted to the Board of Directors for a resolution.
  • The assessment of internal control system effectiveness (with Declaration of Internal Control issued) of the Company shall be subjected to the approval of the Audit Committee and shall be submitted to the Board of Directors for a resolution.
  • The audit office of the Company regularly submits the internal audit report to the Independent Directors for review.
  • The Independent Directors and the internal audit officer shall communicate on the internal audit execution status and internal control operation status of the company at least once a quarterly regular meeting. In addition to the audit report on the status of correction of defects and irregularities of internal control systems, the report shall be continued and follow up reminders to determine relevant units to take appropriate improvement measures in time. 

 

Communication and Status between Independent Directors, CPA and Internal Audit Officer

A total of 6 meetings【A】of the board of directors were held in 2023 Director attendance status is shown as follows:

Tilte Name Attendance in person【B】 By Proxy Attendance rate in person (%)【B/A】 Remark
Chairman Chia-Chau Wu 6 0 100.0%  
Executive Director William Wong 6 0 100.0%  
Executive Director Wilfred Wang 4 0 66.7%  
Executive Director Ruey-Yu Wang 6 0 100.0%  
Executive Director(Independent Director) Chih-Kang Wang 6 0 100.0%  
Independent Director Yi-Fu, Lin 6 0 100.0%  
Independent Director Yun-Peng Chu 6 0 100.0%  
Director Ming-Jen Tzou 6 0 100.0%  
Director Shen-Yi Lee 6 0 100.0%  
Director Zo-Chun Jen 6 0 100.0%  
Director Kuei-Yung Wang 6 0 100.0%  
Director Fong-Chin Lin 6 0 100.0%  
Director Sin-Yi Huang 6 0 100.0%  
Director Cheng-Chung Lee 6 0 100.0%  
Director Chung-Yueh Shih 6 0 100.0%  
Director Ching-Cheng Chang 6 0 100.0%  

 PERFORMANCE EVALUATION OF BOARD OF DIRECTORS AND FUNCTIONAL COMMITTEE

To implement corporate governance and improve function of Board of Directors, the Board of Directors of the Company has established and approved the "Self-Evaluation of the Board of Directors" on August 10, 2020. The internal performance evaluation of Board of Directors shall be executed once a year and be submitted to the Board of Directors before the end of the first quarter of the following year for report. The evaluation scope includes Board of Directors, each member of directors and functional committee. The Company has executed relevant performance evaluation, the results are well and have been submitted to the Board of Directors on December 13. Please refer to “Performance Evaluation Status of Board of Directors in 2023”.

(NAN YA,Jan 14, 2024)