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Board Operation

The Board of Directors of Formosa Optical Technology Co., Ltd. (hereinafter referred to as the Company) is the highest governance body. The Board of Directors has the responsibility of selecting, nominating, and evaluating the performance of senior managers and is responsible for formulating the Company's corporate social responsibility, corporate citizenship, and sustainable development strategy.

The Company's Board of Directors comprises eleven directors with extensive business or industry experience, of which four are independent directors.The Board of Directors shall hold regular meetings at least once a quarter.

The Company's Board of Directors is a "serious, capable, and independent" Board. Under the leadership of Chairman Kuo-Chou Tsai's governance philosophy, the Board of Directors is responsible for supervising the Company's compliance with the law, financial transparency, timely disclosure of important information, no internal corruption, etc. To improve the supervision function and strengthen the management function, the Board of Directors has established various organizations and channels, such as the Remuneration Committee, Audit Committee, and internal audit, etc., and regularly listens to reports from the management team every quarter. The topics also include economics and environmental protection, corporate social responsibility (including related risk and opportunity assessment, compliance with ethics and ethical corporate management), etc.

The Company's management team and the Board of Directors maintain smooth and good communication. The management team must also propose corporate management strategies to the Board of Directors, evaluate the probability of success of these strategies through discussions with the Board and meeting participants, and constantly review the progress of the strategies. It is expected to urge the management team to adjust when necessary and strive to create the best interests of all shareholders as a priority.

"The term of the Company's current ""directors"" expired on July 26, 2021. According to Article 195 of the Company Act, all directors shall be re-elected.

At the Shareholders' Meeting of the Company on July 27, 2021, eleven directors (including four independent directors) were elected for a term of three years according to the Company's Articles of Incorporation. They would take office immediately after the Shareholders' Meeting, from July 27, 2021 to July 26, 2024 and be eligible for re-election.The election of the Company's directors adopts the candidate nomination system.

I. The List of Directors Approved by the Shareholders' Meeting on July 27, 2021 is as Follows:

Title Name Academic background Experience Current position
Director Kuo-Chou Tsai, Representative of Chieh Fu International Co., Ltd. Master of Management, Tunghai University
  • Chairman of Formosa Optical Technology Co., Ltd.
  • Chairman of Prosper Link International Limited
  • Chairman of Haichang International Limited
  • Chairman of Ginko International Co., Ltd.
  • Chairman of Hydron Contact Lens Co., Ltd.
  • Chairman of Jiangsu Horien Contact Lens Co., Ltd.
  • Chairman of Jiangsu East Optics Co., Ltd.
  • Chairman of New Path International Co., Ltd.
  • Chairman of Ginko Optical Industrial Co., Ltd.
  • Chairman of Chieh Fu International Co., Ltd.
  • Chairman of Chi Sheng Co., Ltd.
  • Chairman of Yung Sheng Optical Co., Ltd.
  • Chairman of Formosa Optical Technology Co., Ltd.
  • Chairman of Prosper Link International Limited
  • Chairman of Haichang International Limited
  • Chairman of Ginko International Co., Ltd.
  • Chairman of Hydron Contact Lens Co., Ltd.
  • Chairman of Jiangsu Horien Contact Lens Co., Ltd.
  • Chairman of Jiangsu East Optics Co., Ltd.
  • Chairman of New Path International Co., Ltd.
  • Chairman of Ginko Optical Industrial Co., Ltd.
  • Chairman of Chieh Fu International Co., Ltd.
  • Chairman of Chi Sheng Co., Ltd.
  • Chairman of Yung Sheng Optical Co., Ltd.
Director Kuo-Ping Tsai Ph.D. in Agricultural Economics, Pennsylvania State University, USA
  • Vice Chairman of Formosa Optical Technology Co., Ltd.
  • Chairman of Pao Lien Optical Co., Ltd.
  • Chairman of Milanno Optical Company
  • Chairman of Pao Wei Optical Co., Ltd.
  • Chairman of Pao Hsiang Optical Co., Ltd.
  • CEO of Strategic Investment Business Group of Ginko Group
  • Chairman of Yuan Jie International Co., Ltd.
  • Chairman of Silvercoast Investments Ltd.
  • Supervisor of Chieh Fu International Co., Ltd.
  • Director of Chi Sheng Co., Ltd.
  • Supervisor of Jiangsu East Optics Co., Ltd.
  • Vice Chairman of Formosa Optical Technology Co., Ltd.
  • Chairman of Pao Lien Optical Co., Ltd.
  • Chairman of Milanno Optical Company
  • Chairman of Pao Wei Optical Co., Ltd.
  • Chairman of Pao Hsiang Optical Co., Ltd.
  • Chairman of Yuan Jie International Co., Ltd.
  • Chairman of Silvercoast Investments Ltd.
  • Supervisor of Chieh Fu International Co., Ltd.
  • Director of Chi Sheng Co., Ltd.
  • Supervisor of Jiangsu East Optics Co., Ltd.
Director Hui-Yu Chen Liu Ming Chuan College Chairman of Formosa Investment Development Co., Ltd. Chairman of Formosa Investment Development Co., Ltd.
Director Yi-Shan Tsai, Representative of Chieh Fu International Co., Ltd. Master of Brand Management, European Fashion Academy Milan Campus
  • President of Formosa Optical Technology Co., Ltd.
  • Director of Pao Wei Optical Co., Ltd.
  • Director of Milanno Optical Company
  • Director of Yuan Jie International Co., Ltd.
  • President of Formosa Optical Technology Co., Ltd.
  • Director of Pao Wei Optical Co., Ltd.
  • Director of Milanno Optical Company
  • Director of Yuan Jie International Co., Ltd.
Director Tzu-Chiang Chueh, Representative of Formosa Electronics Co. Ltd. Department of Economics, Chinese Culture University
  • Vice President of Formosa Watch Co., Ltd.
  • Supervisor of Formosa Optical Technology Co., Ltd.
  • Vice President of Formosa Watch Co., Ltd.
  • Supervisor of Formosa Optical Technology Co., Ltd.
Director Chih-Wei Chang, Representative of Chih-Wei Investment Co., Ltd. Department of Information Science, University of Arizona, USA
  • Web Engineer of Tension Design LLC.
  • Supervisor of Formosa Optical Technology Co., Ltd.
  • Chairman of Chih-Wei Investment Co., Ltd.
  • Supervisor of Formosa Optical Technology Co., Ltd.
Director Hsiu-Pi Yao Master of Business Administration, University of Missouri Columbia
  • Manager of Strategic Investment Department, Yung Sheng Optical Co., Ltd.
  • Supervisor of Formosa Optical Technology Co., Ltd.
  • Director of YJS Environmental Technologies Co., Ltd.
  • Manager of Strategic Investment Department, Yung Sheng Optical Co., Ltd.
  • Supervisor of Formosa Optical Technology Co., Ltd.
  • Director of YJS Environmental Technologies Co., Ltd.
Independent Director Chung-Chi Wen Master of Law, Graduate School of Law, Chinese Culture University
  • Attorney of Wen Chung-Chi Law Firm Independent Director and Remuneration Committee Member of Formosa
  • Optical Technology Co., Ltd.
  • Attorney of Wen Chung-Chi Law Firm
  • Independent Director and Remuneration Committee Member of Formosa Optical Technology Co., Ltd.
Independent Director Meng-Jou Wu Master of Economics, School of Management, Michigan State University
  • Attorney of Fach Law Firm
  • Independent Director and Remuneration Committee Member of Formosa Optical Technology Co., Ltd.
  • Attorney of Fach Law Firm
  • Independent Director and Remuneration Committee Member of Formosa Optical Technology Co., Ltd.
Independent Director Yu-Ching Tsai Graduate School of Accounting, National Taiwan University
  • Partner CPA of Everwell & Co., CPAs.
  • Independent Director and Remuneration Committee Member of Auden Techno Corp.
  • Independent Director and Remuneration Committee Member of Apex Dynamics, Inc.
  • Independent Director and Remuneration Committee Member of Formosa
  • Optical Technology Co., Ltd.
  • Partner CPA of Everwell & Co., CPAs.
  • Independent Director and Remuneration Committee Member of Auden Techno Corp.
  • Independent Director and Remuneration Committee Member of Apex Dynamics, Inc.
  • Independent Director and Remuneration Committee Member of Formosa Optical Technology Co., Ltd.
Independent Director Jung-Hui Liang Ph.D. in Finance, Graduate School of Business Administration, National Taiwan University of Science and Technology
  • Supervisor of Jingwen University of Science and Technology
  • Adjunct Professor, Department of Finance, Chinese Culture University
  • Supervisor of Jingwen University of Science and Technology
  • Adjunct Professor, Department of Finance, Chinese Culture University

II. The Diversity of Board Members is as Follows:

  Gender Operational judgment capability Accounting and financial analysis capability Business management capability Crisis management capability Industrial knowledge Global market insight Leadership capability Decision-making capability Law
Kuo-Chou Tsai Male V V V V V V V V  
Kuo-Ping Tsai Male V V V V V V V V  
Hui-Yu Chen Liu Female V   V V V V V V  
Yi-Shan Tsai Female V V V V V V V V  
Yu-Ching Tsai Female V V   V V V   V  
Chung-Chi Wen Male V     V V V   V V
Meng-Jou Wu Male V V V V V V   V V
Tzu-Chiang Chueh Male V V V V V V V V  
Chih-Wei Chang Male V     V V V   V  
Hsiu-Pi Yao Female V V V V V V V V  
Jung-Hui Liang Male V V V V V V V V  

The Company's directors with employee status accounted for 18%, independent directors accounted for 36%, female directors accounted for 36%; three independent directors have a tenure of four to six years, and one independent director has a tenure of more than nine years; one director is over 70 years old, four directors are between 60 to 69 years old, and six directors are under 60 years old.The Company pays attention to gender equality in the composition of the Board of Directors, and the ratio of female directors exceeds 30%.

III. Information on the Board operation::

The Board has held eight (A) meetings as of the last Board meeting (December 23) in 2021.
The attendance of directors is as follows:

December 23

Title Name (Note 1) Attendance in person (B) By proxy Actual attendance rate (%)
[B/A] (Note 2)
Remarks
Chairman Chieh Fu International Co., Ltd.
Representative: Kuo-Chou Tsai
8 0 100 Re-elected on July 27, 2021
Vice Chairman Kuo-Ping Tsai 8 0 100 Re-elected on July 27, 2021
Director Chih-Hsien Chen 2 0 67 Former term
Director Hui-Yu Chen Liu 5 0 100 Newly elected on July 27, 2021
Director Chieh Fu International Co., Ltd.
Representative: Yi-Shan Tsai
8 0 100 Re-elected on July 27, 2021
Director Formosa Electronics Co., Ltd
Representative: Tzu-Chiang Chueh
8 0 100 Newly elected on July 27, 2021
(former supervisor)
Director Chih-Wei Investment Co., Ltd.
Representative: Chih-Wei Chang
8 0 100 Newly elected on July 27, 2021
(former supervisor)
Director Hsiu-Pi Yao 8 0 100 Newly elected on July 27, 2021
(former supervisor)
Independent Director Chung-Chi Wen 8 0 100 Re-elected on July 27, 2021
Independent Director Yu-Ching Tsai 8 0 100 Re-elected on July 27, 2021
Independent Director Meng-Jou Wu 8 0 100 Re-elected on July 27, 2021
Independent Director Jung-Hui Liang 5 0 100 Newly elected on July 27, 2021

Attendance of independent directors at each Board meeting in 2021 (◎: in person ☆: by proxy *: absent)

  March 24 May 10 July 6 July 27 August 11 November 10 November 26 December 23
Chung-Chi Wen
Yu-Ching Tsai
Meng-Jou Wu
Jung-Hui Liang      

IV. Succession Planning for Board Members

In planning the succession plan for the Board of Directors, the successor must comply with the requirements of the "Board Member Diversification Policy" and "Director Selection Procedures" set by the Company, possess diverse capabilities for performing duties, and have values and personality traits consistent with the Company's business philosophy.

"Currently, the Company has eleven directors, of which two directors are also the senior management of the Group. In the future, the overall structure of the Company's Board and the member experience background will persist with the current structure and make appropriate adjustments according to the Company's development.Furthermore, independent directors are required to have work experience in the areas of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company, together with at least five years of work experience. In addition, by law, there shall be no more than three other public offering companies where the individual concurrently serves as an independent director.

Currently, there is no shortage of these professionals in the domestic. Therefore, the Company's succession planning of independent directors remains to come from academia and industry.​​​​"

Through the combination of senior management within the Group, academia, and industry, the composition of the Board members is in line with the diversification policy of the Company's Board of Directors.