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 Board election concluded in 2021, FENC welcomed a new generation of Board members that would enrich corporate diversity. 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.
Four Board meetings were held during the reporting year with a total of 92 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 Management and Performance Review
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 2022.
Each year, FENC invites external experts to hold two training sessions for the Board members. The 2022 courses include Insights for Taiwan Regarding the Russo-Ukrainian War and A Global Perspective on Future Talent Deployment. The attendance count among Board members reached 17, and all members completed a minimum of six training hours in the reporting year.
- Remuneration and Evaluation
Annual self-evaluations on the performance of the Board, Board members and functional committees are conducted in accordance with FENC Board Performance Evaluation Rule. Every three years, a performance review is conducted by independent external agencies or a panel of experts and scholars. In 2022, the results of all self-evaluations are “exceptional,” which is the highest level. The next performance review to be conducted by external agencies is to take place in 2023.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 2022 accounts for 1.90% of the net profit after tax.
Performance Evaluation of Board Directors
|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 manage-ment of internal relations; professional capability and training for Board members.|
|Establish and provide supervision on environmental goals, including energy and resource manage-ment; report on GHG emissions; pollution prevention and control; create sustainable production process.|
|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.|
|Establish and provide 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.|
An independent director serves as the convener 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 2022, the Remuneration Committee convened 2 times.
Established in 2015
Audit Committee is composed of the entire number of Independent Directors 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 2022.
Established in 2020
An independent director serves as the convener 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 sustainable development” and “Supervise other matters related to corporate sustainable development approved by the Board”. In 2022, the Sustainability Committee convened 2 times.
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.