Sustainable Management
FENC has a sound Board operation, which enhances Board performance while leading the FENC team forward.
The Board of Directors serves as the highest governing entity at FENC. As the 24th The 25th Board election was held in 2024, and the result has strengthened Board diversity and succession. All Board members bring a wealth of knowledge and experience to FENC. Equipped with backgrounds in law, finance, economy and sales as well as management expertise, decision-making skills and industry insights, the Board is able to lead the Company to navigate through and respond to various impacts.
FENC’s Board diversity policies are established in accordance with the Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers with corporate governance evaluation indicators as the reference. Details of the implementation in 2024 are as follows:
- At least one-third of the Board shall be constituted by independent Board members. After the 2024 Board election, five seats on the Board are held by independent members, which satisfies the requirement.
- The Board shall consist of at least one member from each gender. The requirement has been satisfied.
- The Board consists of members from different nationalities.
Six Board meetings were held during the reporting year with a director attendance rate of 96%, and a total of 90 resolutions discussed regarding management strategies, risk control, product innovation, carbon reduction, talent incubation and sustainable development. The Board continues to thrive under a robust system.
⇥ Board Regulations
⇥ Profile of Directors
⇥ The Diversity Policy and Implementation of the Board of Directors' Composition
Board Management and Performance Review
- Nomination
Board nominations are made in accordance with Election Procedures of Director and Corporate Governance Principles, while comments from the independent Board members as well as the candidates’ experience and education are also taken into account. Other considerations include diversity, independence, ability to respond to corporate impacts and stakeholder feedbacks. Board member elections are held during the shareholder meetings after Board review. In accordance with Company Law, shareholders with over 1% of the issued shares of FENC may nominate candidates for the Board in writing. - Independent Supervision
The Board exercises its power and fulfills its duties in accordance with the Articles of Incorporations, Rules of Procedures for Board of Directors and all applicable regulations. Based on the provisions regarding conflicts of interest in Meeting Rules of Board of Directors, Board members or the juristic persons they represent with conflicts of interest regarding agenda items shall explain to the Board the essential contents of such interest. In the presence of potential damages to the Company’s interest, said Board members shall recuse themselves from discussing or voting on the agenda item in question, and from voting on behalf of another Board member. There were no incidences of conflicts of interest among the Board members in 2024. - Training
Each year, FENC holds two training sessions for the Board members with external experts as the lecturers. The 2024 courses are “The Era of Carbon Pricing and Corporate ESG Actions” and “From Digital Transformation to AI Empowerment.” All Board members completed a minimum of six training hours in the reporting year. - Remuneration and Evaluation
FENC self-evaluates the performance of the Board, Board members and functional committees annually in accordance with the FENC Board Performance Evaluation Rules. All 2024 results reached “exceed expectation,” which is the highest level. Additionally, a Board performance evaluation is conducted at least once every three years by an independent external agency or a team of experts and scholars. The last evaluation was conducted in 2023 by EY Transaction Advisory Services Inc. The Board was evaluated for its performance in “structure,” “people” and “process and information.” The ratings the Board received are “advanced,” “advanced” and “benchmark,” respectively.
Actual percentages and dollar amount in compensations provided for the Board members are determined by the Remuneration Committee based on the Articles of Incorporations. Compensation for the Board members in 2024 account for 1.90% of the net profit after tax.
Performance Evaluation of Board Directors
Dimension | Description |
Core Competency | Properly exercise its rights and full obligations, including comprehension of corporate objectives and missions; understanding of Board duties; degree of participation in corporate operation; communication and management of internal relations; professional capability and training for Board members. |
Environment | Establish and provide supervision on environmental goals, including energy and resource management; report on GHG emissions; pollution prevention and control; creating sustainable production process. |
Society | Establish and provide supervision on social goals, including disaster relief for communities; non-profit and charitable programs; management of supply chain; occupational safety and health; human resources; employee competitiveness and welfare. |
Governance | Establish and provides supervision on governance goals, including examination of operational budget and planning; review of systems and reports on accounting, finance, R&D, production and sales, integrity practice, risk control and internal audit. |
Functional Committees
Remuneration Committee | Independent Board members serve as the convening body of the Remuneration Committee, which provides assistance to the Board in the establishment of performance review policies governing Board members and managers. The Committee is also responsible for establishing remuneration policy, system, standards and structure. FENC conducts regular performance reviews of employees, managers and Board members through the Remuneration Committee and determines salary, bonus and other forms of compensation. The Committee conducts industry payroll survey and provides recommendation to the Board for discussion. In 2024, the Remuneration Committee convened 2 times. |
Audit Committee Established in 2015 | Audit Committee is composed of all independent Board members and convenes quarterly. The objective of this committee is to monitor the appropriateness of financial reporting, implementation of internal control, compliance with company regulations, management of potential or existing risks, as well as selection and evaluation of the independence and performance of certified public accountants. The Audit Committee convened 4 times in 2024. |
Sustainability Committee Established in 2020 | Independent Board members serve as the convening body of the Sustainability Committee, which actively fulfill the following responsibilities granted by the board of directors, including “Promote and strengthen the corporate governance and integrity”, “Implement and develop matters related to corporate sustainability” and “Supervise other matters related to corporate sustainability approved by the Board”. In 2024 the Sustainability Committee convened 2 times. |
Shareholder Benefits
FENC values the rights of each shareholder and treats every one of them with equal importance, which is in accordance with Company Act, Securities and Exchange Act and other applicable regulations. Shareholders may exercise their rights to vote and participate in the decision making process during the shareholder meetings. In addition, accumulative voting system, which is advantageous for minority shareholders, is adopted for Board election in accordance with Company Law.
Proposals pending ratification, matters for deliberation and elections are voted on as individual motions with the option of electronic voting. The result is disclosed immediately during the shareholder meeting. In addition, the Company designates special agents to handle investor relations, and provides contact information to investors and shareholders in order to strengthen stakeholder dialogues and respond to their comments and suggestions.
