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. A total of 5 Board meetings were held in 2021. With a comprehensive system in place, the Company continues to optimize the Board performance.
Board Management and Performance Review
Nominations are made in accordance with Election Procedures of Director and Corporate Governance Principles, while comments from the independent Board members and the candidates’ experience and education are also taken into account. In accordance with Company Law, shareholders with over 1% of the issued shares of FENC may nominate candidates for the Board in writing. The 24th Board election was completed at the 2021 shareholders’ meeting.
- 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 (including provisions on conflict of interests) and all applicable regulations.
Each year, FENC invites external experts to hold 2 training sessions for the Board members. The training sessions offered in 2021 include From Disruption to Formation - The Path to Digital Transformation and Framework of Geopolitical Recognition for the U.S., Mainland China and Taiwan amid Global Conflicts. A total of 18 Board members attended the training sessions, and all Board members completed a minimum of 6 training hours.
- Remuneration and Evaluation
Performance evaluation for the Board, Board members and functional committees are conducted in accordance with FENC Board Performance Evaluation Rule. External independent agency or teams of experts and scholars conduct the evaluation once every 3 years. In 2021, the results of all self-evaluation are “exceptional,” which is the highest level.
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 2021 account for 1.88% of the net profit after tax.
Performance Evaluation of Board Directors
|Properly exercises 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.|
|Establish and provide supervision on environmental goals, including energy and resource management; report on GHG emissions; pollution prevention and control; creating 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.|
Established in 2011
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 2021, the Remuneration Committee convened 2 times.
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 5 times in 2021.
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 2021, the Sustainability Committee convened 1 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.